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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

10th edition

2017

www.whichlawyer.ro


Which Lawyer in Romania

Editorial

Editorial

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Lawyering in an e-world

n 2007 we launched the first edition of Which Layer in Romania guide, aiming to offer our readers a glimpse of the local commercial law market, of the best experts and most significant projects. Every year, our team of journalists and researchers compiled, based on detailed questionnaires one of the most comprehensive database of who's who in Romania's legal services. Which Lawyer in Romania grew constantly, keeping the pace with the legal market development, to become now, at it's 10th anniversary, the country's most thorough legal guide and reference publication of commercial law firms. Much has changed in the last ten years in the local law market. New firms, mergers, break-ups and major changes in professional legal services. In all these years, innovation and adaptation made the difference between law firms, in a competitive and increasingly crowded market. Which are the legal profession challenges for the next ten years? The lawyering scenario of the future is more and more linked to technology. As our virtual existence becomes of increasing importance, social media changes our lives and has the potential to transform the business and practice of

law in the coming years. The fast pace of technological advancements demand from professional services firms a new approach in lawyering: an integrated, multi-disciplinary and multi-jurisdictional service. With a growing number of social media sites used by the new generation, legal professionals have to use these tools to reach their potential clients, to accomplish branding, advertising and client development goals. Social networking is already changing the way law firms recruit, network and interact with clients. These communication channels will become of increasing importance as key marketing tools, helping lawyers and legal professionals reach a broad audience. As information is at our fingertips, at a click of a button, a new legal delivery model emerged in recent years and will continue to gain momentum. This new model, known as legal process outsourcing, transfers the work of lawyers and other legal professionals to external vendors located domestically or overseas, minimising costs, increasing solution delivery speed with a 24-7 availability. Lawyers no longer have a monopoly on the law and lines blur between professional and legal services. The legal marketplace is changing and clients can seek legal assistance from a growing

number of non-lawyer professionals. Non-traditional law firms and “virtual lawyers” are cutting a larger slice in the legal services pie and become a viable alternative for some types of legal work at a lower cost and sometimes higher efficiency. Customised software can link data from around the world to offer a well documented solution to ever-complex legal issues. While we can admit that technology has not yet replaced the tasks of in-house lawyers it is for sure a growing trend. The legal industry is already experiencing a shift in the delivery model for services and clients are looking for integrated solutions and cross-border advice beyond legal. Most domestic law firms are now collaborating with foreign counsels, forming best-friend partnerships and erasing geographic boundaries. Although globalisation is not new, it will further increase in importance, reshaping the landscape of the legal industry in the coming years, due to the growth of the Internet, the automation of legal processes, developments in data security and emerging technology tools.  by Adrian Ion Publisher Which Lawyer in Romania

Bd. Lacul Tei 31-33, Sector 2, Bucharest, Romania Tel: +40 372 900 670, E-mail: office@govnet.ro, www.govnet.ro, www.whichlawyer.ro Publisher

Project Coordinator

Marketing Executive

Adrian Ion

Ileana Georgescu

Mihaela Dumbrava

Business Development Manager

Magda Ion

Business Development Associate

Diana Nicolescu

Romania’s Business News Gate

Design

by

Ocean2000

All rights reserved. No part of this publication may be reproduced or transmitted by any means without the prior permission of Govnet Mediacom. Copyright 2016 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.

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“Mușat & Asociații is a Romanian brand, which has developed itself a formidable reputation on the market.” (International Financial Law Review – IFLR 1000)

www.musat.ro


Which Lawyer in Romania

General Trends

General Trends

Romania’s Place on the Global Scene

Often referred as the “tiger of Europe” in terms of growth and attractiveness, Romania is still an appealing country in the eyes of investors. Still, its unpredictable and rather risky business environment doesn’t cater to everyone’s taste, specially for high rollers who’s appetite for change in a country’s fiscal regime is seen as a threat.

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n the first half of 2017 the Romanian economy experienced the highest economic growth compared to the other EU Member States: 5,6% and a 1,7% increase compared to the 4th quarter of the previous year. In a regional context, Romania has been in the forefront of economic growth, its exchange rate stability and financial system having the capacity to cope with systemic shocks in recent years. At the same time, Fitch rating agency notes that although Romania’s economic growth will be 5.1% in 2017, the budget deficit will reach 3.7% and there is areal risk of overheating the economy, even if

credit inflation and consumer credit are still under control. The US financial assessment agency Fitch expects, in the latest assessment of Romania’s sovereign debt, that the country’s budget deficit will reach 3.7% of GDP this year against the government target of 2.9% of GDP as a consequence of the reduction of VAT and excise duties and the increase in wages and pensions. According to the cited source, the structural deficit will reach 3.9% of GDP, the current account deficit will be 3.1% of GDP, and the public debt will be 39.9% of GDP (37.6% of GDP in 2016). At the same time, the US agency 6

improved its prospects for growth in Romania’s economy from 4.8% in the previous assessment to 5.1%. The official forecast of the Romanian government for 2017 is an economic growth of 5.2%, while the European Commission is more conservative and sees real GDP growth of only 4.4%. Fitch Ratings, however, appreciates that for the year 2018 economic growth will be only 3.4%, compared with an anticipated increase by the National Prognosis Commission, on the basis of which governments base their consolidated general budget of 5.5%. Romania’s external perception of risk


Which Lawyer in Romania

General Trends

has improved, rating agencies have slow structural reforms in the business new registered foreign companies. After confirmed ratings for the long-term sector, education, the labour market 1991, the year 2007 was the peak of the foreign currency and local currency debt and infrastructure. foreign companies registered in Romania, The Czech Republic achieved the best of Romania to “BBB minus” (investment over 15,000. At the opposite side stays grade) with a stable outlook. performance in the Doing Business the year 1995, with only 3,400. Unfortunately, we are not talking rankings from 2012 to 2016, advancing From 1991 to 2016, as many as about growth based only on healthy 48 places. This result was based on 209,814 foreign participation companies fundamentals. The current account of measures such as a reduction of the were registered in Romania, counting for the balance of payments recorded a amount of time and capital required to over €44.8 billion share capital. deficit of 2.745 billion euro in the first six open a company, easier access to credit, Out of the 209,814 companies, 43,627 months, of 2017 up 40.19% compared and improved legislation on the execution have Italian share capital, but most of the to the similar period of 2016, according of contracts. share capital is Dutch, namely €8.71 to data published by the National Bank. Greenfield investments steadily billion, in 4,919 companies. increased nominally even during the At the same time, Romania’s total foreign Approx. half of FDI in Romania have debt increased by 2% (1.889 billion euro economic crisis, albeit at lower rates, been industry-orientated and this sector to 94.266 billion) on June 30, 2017, as concludes the report released by FIC has also recorded the highest annual compared to December 31, 2016. The in collaboration with the Academy of increases. Between 2003 and 2015, Government’s need for money for the Economic Studies in Bucharest. As a FDI in the manufacturing of electrical increased pensions and wages in the share of total FDI, greenfield investments and electronic products increased from €200 million to €1.5 billion, and in the public sector has become higher in 2017 always remained above 47% during and has made short-term external debt the economic and financial crisis and transport sector it rose from €500 million rising by 6.3% to 24.865 billion euro. after. In 2015, about 57% of total FDI to €3.8 billion. In petrochemicals the Another important indicator for healthy (€36.5 billion) was greenfield investment. increase was from €400 million to €4 growth in a country is the low billion.The only sector where FDI level of Foreign Direct Investment stagnated or even stopped was (FDI) , which fell dramatically by financial intermediation, which “As a share of total FDI, greenfield 13.3% to 1.841 billion euro in was to be expected, considering investments always remained the first half of 2017 compared it was the most vulnerable globally, to January - June 2016. following the financial crisis. above 47% during the economic and In 2016, Romania recorded the The Romanian economy, as part financial crisis and after. In 2015, weakest year in the last 18 years of a global scene, depends on for foreign investors establishing the international economic context about 57% of total FDI (EUR 36.5 companies in the country. and is extremely vulnerable to the billion) was greenfield investment” Romania’s FDI stock increased trends of foreign markets, so that approx. 12 times between 1999 a turbulence at international level and 2015, with a Compound can severely affect local companies. Source: FIC Report Annual Growth Rate of 15.6%. The World Bank forecast estimates However, Romania has the second In 2015, most new investments were an increase in the global economy of lowest stock among the countries in made in the trading sector (9.4% of the 2.7% in 2017, amid a low investment activity, political uncertainty as well as the group, after Bulgaria. The Czech total), construction and real-estate (8.9%), Republic, Poland and Hungary started financial intermediation and insurance disturbances in financial markets that are with FDI stocks significantly higher than (4.8%), transport (3.7%), ICT (3.4%) and particularly characterised by advanced economies. those of Romania and Bulgaria, shows a electricity, gas and water (3.3%). It is likely report published by the Foreign Investors that existing foreign companies will also Geopolitical tensions keep uncertainty Council (FIC). generate secondary business, such as at high levels and can become a major impediment to investment, especially for Romania advanced 37 places in the field suppliers and intermediaries which emerging countries, but they can be an global ranking for ease of doing business support the production process (especially from 73rd in 2012 to 36th in 2016. in industry) while companies from the opportunity for Romania to turn investors’ This was due to lower taxes (social trading and financial intermediation attention to a space that has a high contributions were reduced), simpler sector have also found opportunities in degree of security. Romania. Romania can attract significant capital payment methods for taxes (through The number of the foreign participation electronic systems), better legislation flows providing the business environment on the execution of contracts and an companies registered in Romania January with a predictable climate, the main improved insolvency process (with the through May is up 8.5%, as compared requirement of the business environment to the similar period of 2016, to 2,406 being the stability of the tax system. introduction of some observation and placement terms in the application of units, read the data released by the Measures in the governance program, the reorganisation plan), shows the National Trade Register Office (ONRC). both addressing businesses (reducing FIC report. Despite improvements in The new registered companies have a tax burden) and those targeting the share capital worth over $16.7 million, the ease of doing business indicator income of the population (raising the over the past four years, significant FDI up 8.7% against the January-May 2016 minimum wage, retirement point, etc.) inflows in Romania failed to materialise. reference period. can replicate a two-tailed sword where benefits can become vulnerabilities of a In part, this is an effect of the financial Romania has recorded in 2016 its volatile economy.  crisis, but it is also a consequence of weakest year of the last 18 as regards the 8


F O R D

C AU TĂ

M O T O R

FORD VIGNALE

C O M P A N Y

P R E Z I N T Ă


Legal Opinion

GDPR – a new EU General Regulation on Data Protection Personal data encompass intrinsic value for each stakeholder, firstly for the data subjects – natural persons, interested in protecting their privacy, and secondly for the data controllers or data processors, including third parties accessing such personal data for different purposes. Thus, following the technological development, spreading out the personal data processing has become characteristic for the digital era in every business sector, personal information, such as economic situation of the individuals, customer preferences, personal beliefs being converted in several cases in a business asset of the data recipients, sometimes without the knowledge of the data subjects. Accordingly, the matter of protecting personal data of the individuals has been a continuous preoccupation of the European institutions, including the Court of Justice of the European Union, the right to the protection of personal data being regulated in the Union law as a standalone fundamental right through the article 8 of the Charter of Fundamental Rights of the European Union, with reference to the Directive 95/46/EC on the protection of individuals with regard to the processing on personal data and on the free movement of such data (Directive 95/46/EC). Considering this reality, and the existing differences in the implementation of the Directive 95/46/EC at the level of EU member states, the legal regime of the personal data processing has recently been reshaped through the EU General Data Protection Regulation (GDPR), adopted by the European Parliament and Council in April 2016. The GDPR replaces the Directive 95/46/EC, and becomes fully effective in all the EU countries on 25th of May, 2018. Consequently, all the data controllers and data processors (legal entities processing personal data) have the obligation to comply with the GDPR requirements. The GDPR reinforces the data protection rights, establishing effective measures for safeguarding the data subjects’ rights, by adding more clarity on the existing rights (e.g. the right to be informed, right not to be subject on an automated individual decision, including for profiling) or sets forth new rights for the data subjects (e.g. data portability, right to data restriction) or establishes certain obligations for the

data controllers or data processors to make sure they process the personal data in the legitimate way, and ensures data security through appropriate safeguards (e.g. contractual clauses binding on the processors to ensure the same level of protection as the data controllers, technical and organisational measures). The new obligations of the data controllers to perform privacy impact assessment or to appoint a data privacy officer in certain cases, beside the possibility to pursue a certification of the rolled out data privacy program are meant to ensure in a certain extent the implementation of appropriate data privacy controls along the business lines. In this manner, it is to be mentioned that a successful implemented data privacy program supports the data controllers and data processors, to keep them aside of potential sanctions regulated by the GDPR. Failure to comply with the GDPR requirements might bring in sanctions up to Euro 10,000,000 – 20,000,000 or up to 2%-4% of the worldwide annual turnover, whichever is higher. Nonetheless, it is noticeable that successful compliance with GDPR cannot remain at the level of data privacy officer alone, even for the companies that make the decision to appoint an in-house data privacy responsible department. The implementation of GDPR requires a cross-functional contribution at the level of every business line from a corporation. As 25th of May 2018 is coming, it is hence critical for the data controllers and data processors to start the GDPR readiness assessment, to acknowledge their existing level of compliance with the GDPR requirements, the potential gaps, the needed resources to close them, and thus the options for complying with the new EU data privacy legal framework. Some of the solutions will be easier to implement, once the GDPR assessment is correctly and comprehensively done, such as reviewing the documentation for obtaining the data subject consent or drafting the data protection policies, training of the employees, but other might require significant investments in infrastructure (replacement of the obsolete IT systems or applications, solutions for automatic data disposal, data minimisation, implementation of the measures to ensure the right to be forgotten, data encryption, etc.).

Bucharest Corporate Center, 58-60 Gheorghe Polizu St., 13th Floor Sector 1, RO-011062 Bucharest, Romania T: +40 21 308 81 00; F: +40 21 308 81 25 maria.maxim@wolftheiss.com; www.wolftheiss.com

Maria Maxim, Partner, Wolf Theiss When it comes to check on the potential data breach, the GDPR imposes, as a principle, the data controllers to notify the competent supervisory authority about such an event in 72 hours, which is a very short deadline giving the complexity of the personal data processing operations. Consequently, an incident response plan has to be proactively implemented in order for the data controllers to react in a timely manner, establishing clear roles and responsibilities in evaluating the data breach and its potential adverse effects, and fostering decision-making process for adopting appropriate technical and organisational measures to diminish and remedy the negative consequences suffered by the data subjects and the business itself (e.g. reputation, business disruption, etc.). It is worth to add that GDPR compliance represents also a competitive advantage for the companies that decide to be positive on GDPR readiness assessment, and implement its requirements, firstly on making their operations much more efficient, deleting for instance the obsolete personal data, or switching off the redundant systems, and secondly by building on a trustful relationship with their customers, in terms of transparency and better communication. It is definitely the time to take actions and get ready for GDPR. We are only 8 months away from its full enforcement. Maria Maxim Partner, Wolf Theiss Coordinator of the TMT (Technology, Media, Telecom) & Data Protection practice


Which Lawyer in Romania

Corporate M&A

Corporate M&A

Local Deal-Making Still Sail into the Wind

2016 was a solid year for the Romanian mergers and acquisitions market, driven by the favourable macroeconomic environment, strong GDP growth and solid private equity interest.

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he merger and acquisition market reached €3.6 billion in 2016, a plus of 17% in value and volume, the average transaction value being €26 million, shows a report released by PWC. The most dynamic areas were real estate, industrial production, but three entered the medical services and the farm, instead of financial services in 2015. The year 2016 brought important transactions in Romania and the region, showing a growing level of confidence of global investors. Only the two large cross-border transactions, the sale of SABMiller Romania to Asahi and the sale of the majority stake in KMG International (Rompetrol in Romania) to CEFC China Energy, exceeded 1 billion Euro in value on the local market, shows the EYM&A Barometer report. “Romania has registered indeed in the last 3 years one of the highest growing economic rates in EU with the current expectations for 2017 going as high as 5% and more. Together with very good macroeconomic fundamentals – which seemed to be the main drive of foreign

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investments in 2014 to 2016 - the growing economy operates like an investment magnet,” argues Bogdan C. Stoica, Deputy Managing Partner, Popovici Nitu Stoica si Asociatii. “Quite naturally, a positive economic outlook means that business is good and investors’ appetite will surge,” believes Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii. “Notwithstanding this, investors will always factor in other elements, such as the legislative predictability, attractiveness of the taxation regime, skilled labour force, quality of infrastructure, political stability, etc before taking an investment decision. All in all, judging by the country’s robust economic performance so far, I am confident that more investors will not only look for opportunities in the country, but also invest here. I already see a growing interest in investing in Romania from various big investment funds in CEE,” says Damian. “2017 is an active year in the Romanian M&A. The main reasons being that local entrepreneurs are willing to “test” the results of their work over the past 10 years and are ready to sell,


Legal Opinion

Digital loans and E-signature challenges In the context of the overall digitalization increase trend, it appears that also banks have enhanced their focus on digital lending, giving thus customers the opportunity to apply for a loan wherever they might be, through digital platforms and based on a paper-free lending process. The most significant benefit in digitalization is saving time, since customers could apply for a loan faster, without having to go to the bank or to fill in by handwriting several forms. An important step in building the digital single market has been made at the European level in July 1st, 2016, when Regulation no. 910/2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/ EC (the “eIDAS Regulation”) came into force. The eIDAS Regulation would allow both individuals and legal entities to ensure security, a reliable identification and legal certainty of evidences for any electronic transaction. Furthermore, in the eIDAS Regulation context, a qualified electronic signature shall be recognized as a qualified electronic signature in all other Member States when it is based on a qualified certificate issued in one Member State. Although the eIDAS Regulation is directly applicable in Romania and prevails over the national legislation, Romanian legislation has not been yet adapted to the new European provisions on electronic signature, so it remains with the national legislator and competent authorities to render consistent the applicable national legal framework. With respect to the possibility to conclude a loan agreement using only electronic means, a question arises how a digital loan agreement can be electronically signed, considering that banking loan agreements must be concluded in writing according to the law. The eIDAS Regulation provides that qualified electronic signature shall have the equivalent legal effect of a handwritten signature and at the same time, sets-down the principle that an electronic signature should not be denied legal effect on the grounds that it is in an electronic form or that it does not meet the requirements of the qualified electronic signature. However, it is for national law to further detail the legal effect of other electronic signatures. Whilst it defines the types of electronic signatures, Romanian Law no. 455/2001 on electronic signature does not provide the legal effect of the simple

Daniela Milculescu, Partner, Bohalteanu & Asociatii law firm (BSMP) electronic signature or of the advanced electronic signature, but only of the qualified electronic signature, referred to therein as extended electronic signature. In this respect, an electronic document to which an extended electronic signature has been embedded, attached, or logically associated, based on a valid qualified certificate and generated by means of a secure electronic signature creation device, is assimilated in terms of its conditions and effects, with the document under private signature. In other words, qualified certificate-based electronic signatures are enforceable from a legal point of view because they protect the integrity of the document, as well as the identity of the user. Furthermore, a digital loan implies the signing of a contract remotely, in which case, it is required that the information be presented to customers on a durable medium. Although such term is not defined in the applicable legislation, European Court of Justice clarified this concept within its jurisprudence (Case C-49/11) in the sense that “a business practice consisting in making the information referred to accessible to the consumer only via a hyperlink on a website of the undertaking concerned does not meet the requirements of the law, since that information is neither ‘given’ by that undertaking nor ‘received’ by the consumer” and “a website such as that at issue in the main proceedings cannot be regarded as a ‘durable medium’ ”. Nevertheless, the ECJ did not exclude the possibility that certain websites to be considered as durable medium if the information can be stored so as it could be accessed and reproduced and the seller cannot unilaterally change its

BOHALTEANU SI ASOCIATII 1-3 MAGHERU BLVD, 5TH FLOOR, DISTRICT 1, BUCHAREST, ROMANIA, WEB: WWW.BSMP.RO, PHONE +4031 102 7961, FAX: +40311 000 140

content. In this context, a private account of a customer on the website of the seller where the latter uploads the necessary information for the conclusion of a contract, which cannot be removed or unilaterally changed, could be deemed as a durable medium. Another important aspect stemming from the particularities of digital lending would be, especially in case of new customers of banks, the KYC procedures to be applied by banks for identifying the customers upon granting digital loans, more specifically how the identification of a user can be made in order to ease the process of obtaining such electronic signature and signing of the loan agreement electronically, while also complying with the relevant KYC and anti-money laundering regulations. Four identification methods are provided by the eIDAS Regulation for issuing the qualified electronic certificate: (i) face to face, (ii) based on electronic identification means for which prior to the issuance of the qualified certificate, a physical presence of the natural person or of an authorized representative of the legal entity was ensured, (iii) based on a prior qualified electronic signature or on a qualified electronic seal, (iv) other methods recognized at national level of the Member State. In addition, it is important to mention that both in accordance with the eIDAS, as well as in accordance with the recent Order of the Ministry of Communication and Information Society no. 499/30.05.2017, the identification of the user can be made by the trust services providers or by third parties, which offers flexibility in this respect. Digital lending seems to be of increased interest on the banking market, although still at its beginnings and rather rare as compared to traditional lending, possibly also because of potential compliance and legal concerns in relation to the E-signature and technical aspects involved by the use of E-signature. In a nutshell, in our view the digitalization of the lending market in Romania may be expanded in the near future, placing thus customers at one click away from obtaining a loan. Daniela Milculescu, Partner Bohalteanu & Asociatii law firm (BSMP)


Which Lawyer in Romania

there is a number of sizable banks for sale (Bancpost, Banca Romaneasca, Veneto, etc.), which triggered interest from other local or regional banks and other foreign financial investors and active PE funds reached investment maturity in certain companies,” says Dragos Radu, Partner Radu si Asociatii EY Law “Over the past years, we have seen a growing interest from investors who do seem to find Romania a promising opportunity in the region, due to its recently gained stability and economic growth” says Monica Cojocaru, a Partner in Schoenherr Romania’s corporate/M&A practice, adding that weak spots still exist however, that might raise concerns for investors and thus limit the interest. In particular, uncertainty of the legal framework, the recent and anticipated changes in the taxation system, as well as the spending policy of the current government may act as daunting factors, prompting investors to take a more cautious approach to investing in Romania.” The opinion is shared by Mihai Macelaru, Counsel, Clifford Chance Badea: “Romania remains one of the most attractive markets in the region, as it keeps relatively solid economic indicators when compared to neighbouring countries. We see an increasing number of investors from all over the world looking into the potential of local businesses and the yields they might generate. Almost all M&A projects currently being carried out in Romania have generated significant interest “ he adds. The geopolitical advantage of Romania, backed by a skilled workforce and still competitive salary costs are adding the county on the radar of the investors. “Romania has played and will continue to play an interesting role in the region. It continues to be very attractive especially for production (due to reduced labour costs and efficient productivity), but also for other areas such as outsourcing or other services, agriculture and real estate acquisition or developments. These are the areas that, in our experience, still raise interest for Romania as a potential investment area,”

Corporate M&A

Monica Cojocaru, Schoenherr Romania

“We have seen a growing interest from investors who do seem to find Romania a promising opportunity in the region”

says Ioana Hategan, Managing Partner, Hategan Attorneys. Some argue that the level of new direct investments is at historical low, same as public investment which is not a very good indicator as Gabriel Biris, Partner at Biris Goran points ou. “The very strong growth of the GBP is driven by increased consumption as a result of Government’s measures to increase salaries in the public sector and pensions. The M&A market, other than the real estate one, is unfortunately microscopic.” The not so positive view is shared by Razvan Stoicescu, Partner, Musat & Asociatii: “The foreign direct investments (FDI) increased by 16% last year, at almost €4.1 billion, the highest level in the last eight years, the NBR data show. Although the FDIs have restarted to increase for three years, the value registered in 2016 still remains half compared to the amounts brought by the foreign capital in Romania in the period 2006-2008, the years of integration to the European Union.” “It is true that actual and forecasted economic growth generally favours decisions to invest in a specific business destination. In what concerns Romania, investors may be nevertheless discouraged by the nature of such a growth, i.e. a consumer (rather than an investment) driven one,” argues Anca Danilescu, Senior Partner Zamfirescu Racoti & Partners “Rarely does an investor open the newspaper/internet browser, sees the macro growth figure and decides it is a good idea to invest. Typically the analysis is much more complex and has to do with

Mihai Macelaru, Clifford Chance Badea

“Almost all M&A projects currently being carried out in Romania have generated significant interest”

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the specifics of the sector in which the investor activates as well as medium to long term perspectives,” says Alexandru Birsan, Partner PeliFilip. “Still, strong growth creates a very solid background to the investment decision and strongly influences certain areas – such as those that are directly retail consumer oriented.” Alexandru Lefter, Partner, Pachiu & Associates considers that Romania is a tempting country for foreign investors currently, but this does not go without challenges. “While there is economic growth, a large part of which is generated by consumers’ appetite, there are some serious downturns which discouraged strategic investors to choose Romania as their target. Beyond the sensitive geopolitical context, Romania lacks a developed infrastructure and, since some time is harder and harder to find highly qualified work force, as young Romanian graduates prefer by far working abroad. Romania is also affected by the everchanging taxation rules and the very inconsistent political environment.” Strong domestic demand led to high value deals in the consumer sector. In the biggest deal, CEE- focused UK-based PE Fund Mid Europa Partners acquired retailer Pro Rom Food from Polish counterpart Enterprise Investors for 533 million Euro. “The M&A market has become more sophisticated,” argues Ileana Glodeanu, Partner, Coordinator of Corporate M&A practice for Wolf Theiss. “We have seen a lot of activity in the area of investment funds during the past 2-3 years. We have also seen a major increase in the development of small factories for suppliers. Important manufacturers in Europe open or acquire factories in Romania.” Romania’s significant domestic reserves of oil and gas, its diversified electricity generation base and its position between the former Soviet Union, Central Europe, and the Balkans, have made the energy industry one of the country’s most interesting sectors. Two out of the top three deals of 2016 by value involved energy companies. CEFC China Energy Company acquired


Which Lawyer in Romania

Corporate M&A

Bryan Jardine, Wolf Theiss

“We are seeing conventional energy and petrochemicals having an increased interest from investors”

51% of KMG International, which has a majority stake in Rompetrol, from Kazakhstan’s KazMunaiGaz for 596 million Euro . KMGI also retails and trades petroleum products, with distribution points in Romania, Moldova, Bulgaria, and Georgia. However, ongoing legal proceedings against Rompetrol by the Romanian state over a controversial deal in 2003 has put the CEFC deal under threat. Romania and China have decadeslong ties, and Chinese interest in the market has been growing. Chinese investors are eyeing a stake in the Cernavoda nuclear power plant, as well as various other infrastructure and energy projects. The second energy deal saw German PE fund Allianz Capital Partners take a 30% stake in gas and electricity distributor E.ON Distributie Romania from Germany’s E.ON for 270 million Euro. “The energy sector is interesting, although there has been a general decline in renewables due to recent reductions of subsidies in this sector, we are seeing conventional energy and petrochemicals having an increased interest from investors,” says Bryan Jardine, partner at Wolf Theiss. He adds that other sectors seeing lively interest are technology, manufacturing, agriculture – farmland, forestry, poultry, livestock and feed industries – and logistics, such as rail and port developments that are seeking inbound buyers. Agriculture has great potential with Romania’s large areas of cultivable land, but has been held back by fragmented land holdings and Communist-era pollution, while Romania’s potential as a transportation centre has been constrained by the slow development of its infrastructure. “Although, globally, the figures show a slowdown of the M&A market, Romania registered a record number of deals during 2016, worth over half a billion Euro. The most dynamic areas were real estate, IT, medical and pharma,” says Madalina Paisa, Partner Mitel & Asociatii. “Investors are influenced by a different number of factors, such as market stability, economic growth or political environment. Our

M&A market is growing, as more and more local companies are starting to take part in transactions or even to look for investment opportunities and acquisitions outside Romania.” Investors are looking for opportunities in Romania. They can find companies with high potential, 2016’s growth and the positive forecasts for 2017 representing an added value. Furthermore, the Romanian entrepreneurs that are constantly entering the market are signals towards a positive input from different investment funds. “Romanian M&A in H1 has continued a rising trend in the number of deals and deal size, confirming the experts’ projections made at the beginning of the year and mirroring the European trend. Despite the relatively unstable political environment and the legislative changes announced by the recently appointed Government, Romania continues to be a focus for foreign investments, with a few sectors being capable to generate “mega-deals” in 2017 and definitely the economic growth is a positive argument for this interest of the investors|,” says Madalina Neagu, a Partner in Schoenherr Romania’s corporate/ M&A practice. She pointed out a series of aspects that are worth mentioning as main trends in the Romanian M&A market: “We have seen an increased tendency of competitive/more structured sale processes, characterised by more careful planning, vendor due diligence reports and multiple bidders joining the process. We have witnessed an increased trend of local entrepreneurs to either introduce strategic partners or look for full exit options. This

trend is mainly based on the relatively small and medium size of local businesses, coupled with local entrepreneurs’ struggle to grow their business organically to levels comparable with those financed from foreign investors and private equities. Market consolidation is becoming a fact, and recent acquisitions in the banking, medical services, and consumer goods sectors reflect this trend. Although still in early stages, we are witnessing an increasing trend of local businesses to become interested in stepping outside Romania for investment opportunities. Private equity funds have become involved more actively in both take-overs and exits. The number of transactions in the real estate market continues to rise. We have seen more prudence on the buy-side, in terms of negotiation and risk sharing. Buyers’ prudent approach is characterised by tendency to isolate risks found during due diligence, by either factoring them in the price or asking for full indemnities to cover the risk, price retention mechanisms meant to ensure liquid securities to cover the risks; earn-out structures and (iv) resilience in negotiating termination options and sellers’ liability terms.” According to the volume of transactions, the most active sector in Romania was the industrial one, and 81% of the acquisitions were made by strategic investors. The most active purchasers were Germany (with 12 transactions), France (7) and Poland (5). Domestic transactions accounted for 41% of the total number of transactions, while those of foreign investors - 56%. Only 3% of the acquisitions were represented by the Romanian investments abroad. “Most sales currently on the table have attracted both strategic and financial investors,” says Mihai Macelaru, Counsel, Clifford Chance Badea. “Moreover, we even see strategic players that have exited the market a few years ago and are now considering returning to Romania in view of some major deals in the making. We might say that the challenge right now is not the lack of interest (the market potential has already been confirmed) but rather the

Madalina Paisa, Mitel & Asociatii

“Although the figures show a slowdown of the M&A market, Romania registered a record number of deals during 2016,”

18


Legal Opinion

How to protect personal data under the new EU legislation Alexandra Jivan, Partner, Hategan Attorneys The growing dependence on the digital for both personal and business usage requires an adequate legal regulation. The laws dealing with these aspects have to reflect the rapid changes in this field. This is the reason why the European Union repealed the already obsolete Data Privacy Directive from 1995 (Directive 95/46/CE) and replaced it with the General Data Protection Regulation no. 679/2016 (GDPR). The GDPR, set to take effect on 25 May 2018, brings important changes, which should already be taken into consideration by the entities which process personal data. GDPR establishes new data protection rules that intend to create a modern and harmonised data protection framework across the EU. GDPR will have a direct effect across EU, thus there is no need for an equivalent national law. Nevertheless, the member states have the possibility of regulating certain aspects at a more detailed level, as long as these comply with the requirements established by GDPR. Maintaining compliance with the GDPR at the enterprise level should be a priority for companies. However, such endeavour is a complex one, involving not only the legal department, but the entire company, with a special disposition to the IT department. Understanding aspects such as data and processing system, rights and obligations of the parties, security measures, etc. have to become a must for all who process personal data. Although at an international level, the data protection field has become a top priority for many companies after the GDPR, in Romania such a pro-active response has not been met yet. Moreover, representatives of the Romanian authority (NASPDP – National Authority for the Supervision of Personal Data Processing) have recently estimated that as much as half of the companies affected by GDPR will not be in full compliance with its requirements by 25 May 2018. Considering the general context, it is worth mentioning that the GDPR will affect not only EU-based organizations, but many data controllers and processors outside the EU as well. Consequently, a high number of entities should start preparing for compliance with the GDPR as soon as possible. Even though the next year’s deadline could be considered a relatively distant one, getting data processing activities in line with the new

EU requirements will prove to be timeconsuming and not always easy, requiring the involvement of all departments and specific knowledge on this matter. Without being a complete and extensive analysis of the GDPR provisions, the following main changes brought by EUwide regulation should be mentioned: • The Data Protection Officer (DPO) – GDPR obliges the data operators and processors to appoint a DPO, in certain cases. An employee or any third party, acting based on a specific agreement, can be a DPO. The role of a DPO is to advise the processors in consideration of data protection legislation, to cooperate with the authorities, and to be a contact person for the data subjects and authorities. • New notification obligations – even though the obligation of notifying the national authorities before processing personal data is abolished by GDPR, the EU regulation establishes the obligation to notify the authority in certain cases of security breach, in maximum 72 hours or later if a delay is well justified. Also, in certain cases and under certain conditions, the notification of the data subjects is also mandatory. • New registration obligations – GDPR states that the data operator or the data processor must keep records concerning the data processing, the liability of keeping such registrations being transferred from the national authorities to the companies. • New principles – art. 25 of GDPR introduces two new principles: privacy by design and privacy by default. The former principle means that the privacy must be taken into account throughout the whole process, as of the first step taken in data processing. The latter principle regards the strictest privacy settings that automatically apply once a customer acquires a new product or service and the fact that personal information must by default only be kept for the amount of time necessary to reach the processing purpose. • Consent of the data subject – according to GDPR, the consent of the data subject must be explicit and expressed through a statement or undoubtable action. Consequently, it can be hard to argue that consent has been given in case no action is taken by the data subject. Also, it is clear that the general principle of opt-in adopted by the EU continues to apply, and not the opt-out

principle generally applicable in the US. • Sanctions – comparing the sanctions currently applicable (based on the national legislation and EU Directive 95/46/ EC) with the ones regulated by GDPR, the difference in value is enormous. Thus, the highest current sanction is a bit over 10.000 EUR and the highest administrative fine applicable based on the GDPR is up to 20.000.000 EUR, or in the case of an undertaking, up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher. In order to reduce the risk of sanction, the following actions are recommendable: • Establish and maintain a clear and responsible processing system, applicable to the entire company; • Make impact evaluations concerning data processing; • Invest in competitive IT systems that ensure data security; • Incorporate best practices such as privacy by design, data loss prevention and pseudonymization of data; • Keep registers of all actions taken in the data protection field; • Prepare for complying with the rights granted by GDPR to data subjects (especially the right of access, rectification, removal, blocking, to be forgotten, data portability and data breach notification); • Appoint a DPO. For the situations in which appointing a DPO is not mandatory and the company prefers not to do so, we recommend an evaluation concerning the need to have a DPO to be performed; • Review the mechanism of data policy transfer (if applicable).


Which Lawyer in Romania

limited number of opportunities available for potential large players, that could give the market a new spin and take it to the next level.” Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii observes that the M&A market is fragmented – there are many deals with lower values and few with large values. “In my view, the most active sectors right now are banking, retail, agriculture, IT, pharma and medical services, defence, real estate, and energy. I would say that 2016 was a particularly good year for M&A. While we saw an increase both in terms of the number and value of transactions, we’re still lacking new important entries by strategic players on the market. There were either assets changing hands between investment funds or market consolidation transactions. Foreign direct investments last year reached €4.08 billion, a record level for the past eight years; however, it was mainly injections of funds by existing players and not major new entries,” says Damian. The view is shared by Ioana Hategan, Managing Partner, Hategan Attorneys: “there is a growing interest showed by major players in Europe for stable and consistent targets in our country, with a turnover of more the 10 million Euro. Unfortunately, there are not so many Romanian companies available in the market as targets at this level. Nevertheless, there are some companies which have reached a certain level of maturity and are potentially interesting for European buyers.” “The most appealing sectors for investors in 2016 were manufacturing, real estate, business & consumer services, financial services and healthcare. It is estimated that approx. 100 transactions totalling more than €3.4 billion were concluded in 2016, most of which involved strategic investors,” says Alexandru Lefter, Partner, Pachiu & Associates. “According to assessments, the activity will continue to maintain at the level of 2016 and reach the same peak, given the positive results registered by companies in many fields of activity as well as the interest shown by large private equities

Corporate M&A

Stefan Damian, Tuca Zbarcea & Asociatii

“In my view, the most active sectors right now are banking, retail, agriculture, IT, pharma and medical services, defence, real estate, and energy”

for Romania.” Romania’s largest transaction in 2016 was the acquisition by Asahi of SABMiller in an international transaction of €7.3 billion. In just three countries in the CSE, the Czech Republic, Croatia and Greece, the number of transactions increased last year, as compared to the previous year, is shown in the barometer EY. The total value of CSE transactions was $47.7 billion, 10.7% more than in 2015, mainly driven by an increase in the average transaction value of over $100 million. If, in 2015, the average transaction value in this segment amounted to $361 million, it rose to $385 million in 2016. At the CSE level, the IT sector attracted most transactions (189), being the most attractive in Poland, the Czech Republic, Bulgaria and Turkey. In the CSE region, US and Western European investors held the largest shares of mergers and acquisitions last year, just like in 2015. “It currently appears that the private sector is moving quite well in Romania. There are few large M&As going on at the moment, but the market is witnessing a substantial amount of small and medium transactions. There are some potential greenfield projects from companies investing in the country from scratch, especially in the automotive industry, and the agricultural sector is also active, this being a time of consolidation — finalizing the fragmentation-of-the-land process. Modern farming requires large tracts of land, so large investors are buying farms to make their businesses more profitable,” believes Gelu Maravela,

Gelu Maravela, Maravela | Asociatii

“There are some potential greenfield projects from companies investing in the country from scratch, especially in the automotive industry”

22

Managing Partner, Maravela | Asociatii. The M&A Market in Romania has reached €889 million in the second quarter of 2017 according to public sources and disclosed transactions, more than double compared to the first quarter, an analysis by Deloitte Romania has revealed. The total number of relevant transactions was 19. Compared to the similar period last year, in 2017 the number of transactions grew by one and the disclosed value has increased three times. The largest transaction in this quarter, which has skewed the aggregate data, but has not reached the size necessary to be classified as mega-transaction is the €401 million acquisition of 13.6% of E-Distributie Muntenia and Enel Energie Muntenia by Enel, following the conclusion of the international arbitration regarding to the privatisation of Electrica Muntenia Sud. The second largest transaction is the sale of 50% of the business of Iulius Holding to Atterbury Romania. According to market estimations, the value of the transaction was €150 million based on a €300 millionestimated value of the target assets. After reviewing the transactions with undisclosed or publicly estimated value, the best guess on the total Romanian M&A market value in the second quarter of 2017 is in the 800 to 900 million €range. “An average local deal size remains under 50 million Euro, with only a handful of “stellar” transactions that are significantly above such average,“ says Madalina Neagu, a Partner in Schoenherr Romania’s corporate/M&A practice. “This year’s prominent transactions have been and are still expected to be generated by sectors such as banking and finance (mainly due to the ongoing processes for the sale of the Greek banks), real estate, retail, pharma and consumer products. Europe-wide, the most targeted sectors by both value and deal-count have been industrial & chemicals, but we expect such trend is less likely to be replicated in Romania. In the absence of State privatisation listing initiatives, the Romanian M&A market will likely remain active in


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Which Lawyer in Romania

sectors such as real estate, consumer goods, financial services, postal services or IT&C. We have noticed an overall increase in the number of deals reported during the first half of 2017 in Romania, compared to those concluded in the corresponding period of 2016 and we expect this trend to continue by the end of the year.” Monica Cojocaru, a Partner in Schoenherr Romania’s corporate/M&A practice adds that “analysts see last year’s trends maintaining in 2017 and, as far as we have seen in our work, the volume has remained overall similar to the one in 2016, while the total value of the transactions is lower. We are yet to see what the remaining months of this year will bring, as deals tend to materialise and complete towards the end of the year.” In the first half of the year, the Romanian M&A market has reached €1.28 billion, double as compared to the first half of 2016. The total number of announced M&A deals has reached 49 (versus 38 in the first six months of 2016). But what is the outlook for 2017. Are M&A transactions on the rise both in terms of value and number compared to 2016?

Corporate M&A

on several projects of merger of some companies operating in various fields of activity (IT, telecom, energy), as well as large-scale acquisition projects in various stages of implementation and about which we will be able to provide more details once they are completed and we have obtained the clients’ approval for the publication of information related to them. Thus, we expect the year 2017 to mark an ascending trend, being even better than 2016.” Madalina Paisa, Partner Mitel & Asociatii: “Speaking of volume and value of the M&A transactions, we can see that the first trimester of 2017 has brought an increase of 40% in volume and a decrease of 11% in values. Also, comparing the first trimester of 2017 with 2016’s last trimester we see 10% decrease in volume and the value has gone down by half. A trend that can be seen for the first trimester of the year, as opposed to the last trimester of the previous year is a decrease in both values and volumes.” “Compared to 2016, M&A transactions are definitely on the rise both in terms of value, number and industries. “The type of transactions has shifted from the majority

Nicolae Ursu, CEE Attorneys

“The Romanian M&A market has continued to expand, while the Brexit effects did not point out a slowdown of M&A transactions”

Lawyers comment: “With the upcoming Brexit of United Kingdom from the European Union, the Romania’s mergers & acquisitions (M&A) market was expected to look more uncertain in 2017. However, according to the recent market analysis, the Romanian M&A market has continued to expand, while the Brexit effects did not point out a slowdown of M&A transactions. Deloitte Romania analysts say that the market saw over 100 transactions with a total value exceeding €3.4 billion, an increase of 35 percent in volume and 25 percent in value, compared to the previous year,” says Nicolae Ursu, Partner of CEE Attorneys office in Bucharest. “There is undoubtedly an increase in the number of transactions in the mergers and acquisitions field compared to 2016 and 2015,” says Razvan Stoicescu, Partner, Musat & Asociatii. ”We are now working

rescue transactions having strategic investors already present on the market as the majority players to pure investment projects where the main actors are private equity funds or strategic investors with no previous presence on the Romanian market,” adds Bogdan C. Stoica, Deputy Managing Partner, Popovici Nitu Stoica si Asociatii. On an operational level, investors still face legislative instability, with laws subject to change more often than elsewhere in the region. “Until recently, Romania seemed poised for continued GDP growth in 2017, following on the heels of a strong 2016. This was due in large part to the efforts of the former government to tackle corruption and its commitment to adopt sensible and stable investor-friendly legislation. However, early signals from the new PSD government, which was elected in December 2016

24

on the back of strong populist appeal, suggest that it may try to backtrack on these successful efforts of the prior government,” says Ileana Glodeanu, Partner at Wolf Theiss. “It is sure that distressed assets deals will be rare in the near future,” says Anca Danilescu, Senior Partner Zamfirescu Racoti & Partners. “Both the consolidation of businesses and entrepreneurial exits may be considered as drivers for the M&A sector. This is the case now and it would most probably be in the future too. M&A deals may occur also due to restructuring and/or internal business development. Still, the political climate, lack of predictability in various areas, including the fiscal one, consumer (and not investment) driven economy are still preventing Romania to be a destination of choice for significant investments. Nevertheless, the megatransactions completed last year prove that local business environment may be attractive despite inherent and rising risks. Indeed, in late January 2017, Bucharest and other cities in Romania witnessed some of the largest protests since 1989, representing public anger and frustration following the new government’s decision to pass an Emergency Government Ordinance (EGO), without public debate. Ioana Hategan, Managing Partner, Hategan Attorneys: “The country is less seen as a risky destination, especially due to the fact that we are members of the European Union. At the beginning of the year, the street demonstrations have shown the world that the Romanians have zero tolerance to corruption and non-transparency and the attitude of the Romanian justice system at central level sends similar signals to the international audience by showing publicly the procedures that are investigating and prosecuting high governmental officials for corruption acts. Critical national legislation for stability in the country has been passed recently (especially in the area of PPP) and all these steps are meant to ensure a more stable imagine of the country abroad. Regarding the country risk, the Brexit, the terrorist attacks, the new foreign policy direction of the United States of America, “America First” are only a few elements of a volatile international context which make Romania, by contrast, an interesting destination. In fact, this year Romania has gone up for the first time in the top of the most attractive 15 countries in Europe regarding the number of projects with foreign investment, according to a report published by Ernst&Young points out Razvan Stoicescu, Partner, Musat & Asociatii. “However, it remains to see


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Which Lawyer in Romania

how the local political, economic and social situation evolves. We see the year 2017 with governmental syncope, with questionable tax changes (first the turnover tax, than progressive taxation, and recently the VAT split payment) which may reduce the appetite for long term investments in our country,” he adds. What is the main driver for M&A transactions in Romania? Compared to neighbouring countries, Romania is still seen less risky and even if instability of the fiscal regime makes investors nervous, there are plenty of reasons to invest. We asked lawyers which are the main reasons why one should invest here and could trigger a transaction. “The country’s perception as a risky one goes down year by year. The trend in terms of type of investors is that the gross majority are strategic and only a slight part are financial ones,“ argues Dragos Radu, Partner, Radu si Asociatii EY Law. “Foreign investors and entrepreneurs considering Romania for new opportunities began eyeing industries such as IT, consumer goods, financial services, real estate, manufacturing and medical services, because these industries have confirmed good returns and still offer potential for further consolidation and expansion,” says Alexandru Lefter, Partner, Pachiu & Associates. The entering into force of the new Tax Code in 2016, introducing moderate tax measures encouraged new investments in Romania. Since the beginning of 2017 the Romanian Government enacted several social measures, such as the increase of the gross minimum salary by 16%. Other tax measures aiming to relax the tax burden are considered for the near future. While some analysts are reluctant to the positive outcome of such measures, as these measures tend to protect and benefit to the individuals, other consider this could encourage the growth of consumption and could make Romanian a more appealing market for investments. “We consider that the strategic investors and

Corporate M&A

Alexandru Lefter, Pachiu & Associates

“Foreign investors began eyeing industries such as IT, consumer goods, financial services, real estate, manufacturing and medical services”

the investment funds are the main drivers for the M&A transactions. However, we are pleased to see that, as the M&A market is starting to show signs of maturity, local companies are beginning to show interest in this area,” says Madalina Paisa, Partner at Mitel & Asociatii. “At least in the past years, the determining factor seems to have been the need for survival imposed by the current, strongly competitive environment. Attracting a stronger foreign partner, for example an investment fund, or the exit of the local partner seems to have been the most frequent answer given by the market. Such examples are even numerous in the past years. Unfortunately, the cases in which the acquisitions are the consequence of an organic growth of a local business which is simply expanding are rare,” believes Razvan Stoicescu, Partner, Musat & Asociatii. “The taxation system - mainly the standard corporate tax of 16% and the dividend taxation relief -, the tendency to combine the synergies in certain industries, the response to the needs which cannot be satisfied by the mere organic growth in certain markets as well as the favourable financing environment, represent the main driver for M&A in our country.Radu Boanta - Partner of CEE Attorneys office in Bucharest. “The anti-corruption fight which registered significant success in the past years increased the confidence of investors as regards the Romanian business sector,” argues Alexandru Lefter, Partner, Pachiu & Associates. “Having one of the most attractive tax

Razvan Stoicescu, Musat & Asociatii

“At least in the past years, the determining factor seems to have been the need for survival imposed by the current, strongly competitive environment”

26

regimes in the region, Romania continues to represent a target for numerous investors. The further development of the market will be influenced by the Government decisions regarding taxation and social security (which could increase the costs of entrepreneurs with the workforce) and the promised improvement of EU funds absorption.” “The Romanian economy has become attractive, due to its growth path and generally stable climate. The steady increase in consumption makes retail (traditional and online), manufacturing, real estate, hotels & leisure appealing, and these are definitely sectors where we will continue to see important moves. On the other hand, some of the businesses of Romanian entrepreneurs have reached maturity, making them interesting targets to investors, and we expect exit plans to be announced. Also, as a direct result of the Greek banks’ restructuring plans in the region, including the sale of their operations in Romania, further M&A deals in the financial services sector are awaited,” says Monica Cojocaru, a Partner in Schoenherr Romania’s corporate/M&A practice. Where to invest? Sectors that have been abandoned by investors as the financial crisis hit the market are now becoming increasingly attractive: “One of the main driver for M&A transactions in Romania is the real estate area with a focus on shopping centers, offices and residential sites. Also, players from the medical services and pharmaceuticals areas consistently grew their business through acquisitions,” says Gabriela Badescu, Managing Associate with Voicu & Filipescu. The M&A drivers are mainly investment funds reaching their life term and looking for an exit and market consolidation,” says Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii.” Specifically, some banking regulations forcing local banks to clean up their balance sheets (regarding NPL transactions) and Greek banks being forced to divest from their CEE investments and concentrate on rebuilding


Legal Opinion

Non-Competition Clause:

How to Prevent Former Employees from Working for the Competition By Andreea Suciu, Head of Employment & Pensions, Noerr, Romania

In the present economical context, which often favors the migration of the employees from one company to another, the only tool left for employers seeking to prevent employees from working for competitors after leaving their companies is to include non-competition clauses in employment contracts. Pursuant to the Romanian Labor Code, parties may negotiate and include a non-competition clause into an employment contract expressly stating that the employee is precluded from competing against his/her employer for a maximum period of two years after the termination of the employment contract. In return for this obligation, the employer shall pay a monthly compensation to the employee throughout the non-compete period. General Conditions of Validity In order to be valid and have the desired effect, a non-competition clause has to be included in the employment contract by agreement of the parties, either at the con-clusion of the contract or at a later date by means of an addendum. Furthermore, non-competition clauses are effective provided that the following ele-ments are included: a. Activities prohibited to the employee. The non-competition clause should establish specific prohibited activities rather than completely prohibiting the employee from exercising his/her profession or specialization (as such so-called “exclusivity clauses” are prohibited under Romanian law); b. The period during which the non-competition clause takes effect. The maximum peri-od that a non-competition clause may be effective is two years from the date of termination of the employment contract;

clause totally or partially, decreasing the effects of the non-competition clause within the legal limits allowed. Therefore, as they limit the freedom of work (i.e., the right to work), care should be taken to draft non-competition clauses in full compliance with both the law and court practice in order to ensure the desired effects.

Andreea Suciu, Head of Employment & Pensions, Noerr, Romania c. Specific third parties for which the employee may not work . The rule requiring that specific third parties be named proves to be difficult in a market economy in which economic agents come and go with relatively high frequency. Therefore, the doctrine allows third parties be listed as a category of employers (such as, for example, travel agencies, car manufacturers etc.), in addition to the identification of primary competitors on the market. d. The applicable geographic area. As a rule, the geographic area may not include the entire country, which would be in fact an impermissible general comprehensive ban on exercising one’s profession/trade; e. The amount of non-competition indemnity. Under the Romanian Labor Code, the monthly non-competition indemnity is negotiable – and must be at least 50% of the average gross salary of the employee in the six months prior to the date of employment termination. In the case of unfair terms, the employee may refer the matter to the competent court, which can cancel the

Amending the Non-Competition Clause Since the employment contract is the law of the parties, consent must be given not only at the conclusion of the contract but also at any modification or termination thereof. Competent courts have consistently ruled that the employer does not have a unilateral right to waive a non-competition clause, unless agreed by the parties in writing in advance. Legal Liability Employees who breach a non-competition clause may be obliged to reimburse the indemnity paid by the employer. A claim for additional damages may be filed by the employer provided that it can prove damages suffered as a result of the competitive acts of the employee. Penalty clauses are strictly forbidden and therefore void under employment law. Conclusion Non-competition clauses seem to have a rather low practical relevance for the employer, as the immediate effect of breaches is only the recovery of indemnities paid by the employer. Nevertheless, the psychological impact of such clauses often prevents employees from competing with their employer’s business during their effective period.

Str. General Constantin • Budisteanu nr. 28 C, sector 1, 010775 Bucuresti / Romania T +40 21 3125888; F +40 21 3125889 E info@noerr.com; www.noerr.com


Which Lawyer in Romania

Corporate M&A

Ileana Glodeanu, Wolf Theiss

“In the west region of Romania we have seen there have been developed a lot of factories, thus there is no room for future investment there”

their capital back home. Also, Romania’s defence commitments (2% of GDP) will probably boost transactions in the defence industry, either by the privatisation of some state-owned assets or entering into jointventures with them.” On the one hand, a significant portion of local investment is coming from wellestablished companies (both multinationals and local entrepreneurs) in a bid to consolidate and strengthen their market position. Another portion is represented by newcomers, players that are setting up their business by way of acquisitions or greenfield projects, although we haven’t seen many greenfield developments these past few years; newcomers are mainly investment funds or to a lesser extent strategic investors. “I strongly believe Romania needs to attract more strategic partners in relation to projects in the fields of infrastructure, energy, health, IT, industry and agriculture. Different types of investors have come from various destinations over the past few years, as Romania is probably the most stable country in the region in terms of political environment, determination to follow EU and US guidance and to play by the rules, also due to the country rating, which makes me believe that Romania is a good destination for investments and not seen as a risky one. That said, of course there still are issues to solve, bureaucracy probably being the biggest one. Another issue is the legislative (in)stability coming mainly from a little bit of political populism (not as much as we see in other countries, but still populism) and sometimes amateurism,” adds Damian. There is cash availability on the market and thus, people need to invest argues Ileana Glodeanu, Partner, Coordinator of Corporate M&A practice for Wolf Theiss. “Romania had a major GDPR growth and thus its visibility raised in Europe and so its level of trust with regards to the investment environment. We have key sectors that are attractive - technology, banking (including NPLs) and manufacturing areas, in which Romania is a leader and where there are

currently major investment opportunities.” Which are the main threats and reasons why M&A deals fail in Romania? Sometimes, the parties’ failure to close a deal is a reality and in Romania, often the rather subjective reasons stay behind a fallen transaction. There is still unreasonable expectations on behalf of the sellers and in many cases, the corrections needed evidenced after due diligence observed Gabriel Biris, Partner Biris Goran. Mihai Macelaru, Counsel, Clifford Chance Badea shares the view: “there is still a gap between sellers and buyers expectations. Some aspects that come up during negotiations may be solved by involving qualified advisors very early in the process. Lack of qualified counsel may significantly slow down negotiations and the sale overall, and may even endanger the deal to some extent or even to the point that it fails entirely.” “To me, the most common reason why M&As fail in Romania is linked to the purchase price or the difference in valuation from the initial estimates by the parties, and sometimes due to changes in regulations which make the deal unattractive to one of the parties. By way of example, two major projects failed due to public opposition (long-term mass protests), one involving a fracking project and another a big gold mine exploitation,” pointed out Stefan Damian, Deputy Managing Partner at Tuca Zbarcea & Asociatii. Madalina Paisa, Partner, Mitel & Asociatii adds that “the main threat remains the relative instability of the political factors

and sudden changes in the applicable laws which may increase the risk factor and reduce the interest of certain investors, especially for long term strategies. Gabriela Badescu, Managing Associate with Voicu & Filipescu agrees that so far the current political climate is the biggest problem.“This directly influenced the local legislation triggering dramatic changes in the business environment due to amendments of the fiscal provisions, rates of taxation and recently a complete change of the tax system.” The main threats for M&A deals in Romania are the legal and financial risks in the Romanian targets believes Ioana Hategan, Managing Partner, Hategan Attorneys “Due to the fact that most Romanian companies grew more due to commercial opportunities and personal involvement of the founder but not necessarily as a safe business on a medium and long term, they lack predictability and are not built based on procedures and comprehensive documentation. These are crucial factors for any buyer and these are the main reasons that lead to deals undergoing difficult negotiation processes or even failing.” Ileana Glodeanu, Partner, Coordinator of Corporate M&A practice for Wolf Theiss says that any change in the protectionist direction (as other regional states have adopted), could slow down or even stop investments in the future. ”Some type of market saturation - for example in the west region of Romania we have seen there have been developed a lot of factories, thus there is no room for future investment there. But there is also a problem in terms of employment. Even though the reason for which investors choose to come to Romania are the low salaries, there is not enough work force to work in these factories that are about to be opened. On the other hand, in Moldavia there is room for development and there are still enough possibilities for investments.” Nonetheless, if positive factors keep coming together for Romania, the environment for M&A in this promising market will continue to strengthen. 

Gabriela Badescu, Voicu & Filipescu

“The current political climate influenced the local legislation triggering dramatic changes in the business environment”

30


Which Lawyer in Romania

Corporate M&A

Most representative projects BIRIS GORAN SPARL

Assisted Swiss investor Philippe Jacobs and Ibitol Group, in the sale of its flagship office center Coresi Business Park, via a share deal transaction, to leading European commercial real estate company, Immochan. Assisted Austrian real estate developer Soravia, in the sale of its flagship office center “Metropolis” to Czech conglomerate PPF. Assisted Dacris, leading stationary and office supply provider, in the acquisition of Echo Plus, Romanian office supply provider specialized in telesales. This is one of the most important transactions on the office supplies market in 2016. Assisted Atos, multinational IT services corporation, instructed by a major international firm, in the acquisition of Xerox’s IT outsourcing operations. Assisted Coats plc, a leading global textiles producer, instructed by a major international firm, in the sale of its Romanian Crafts division to Aurelius Group, the listed midmarket pan-European investor. Specialist lawyers: Ana Fratian, Christian Mindru.

BOGARU, BRAUN NOVIELLO SI ASOCIATII

Acting for international investment bank in proposed purchase of health supplier in Romania. Acting for international bank in connection with proposed purchase of financial advisory company in Romania. Acting for UK investor in relation to the purchase of Romanian subsidiaries including detailed tax advice and structuring requirements. Acting for company on purchase of Romanian companies in the business of supplying computer outsourcing and programming in prior to a public listing in the United Kingdom. Advsing foreign investors in setting up a Romanian airline based in Bucharest.

BOHALTEANU SI ASOCIATII

Advised ENEL, one of the largest energy companies in Europe, a multinational with revenues of €70.6 billion in 2016, on a wide range of high-level corporate issues. Among them was the granting of shareholder information on its Romanian subsidiary, which included representing the company before the Trade Registry in relation to the share purchase, a change of headquarters and a change of director. Assisted Colgate Palmolive, one of the largest global consumer product companies with revenues exceeding $16 billion. Our

instructions have included various corporate and commercial mandates, particularly of a regulatory nature. These have included advising on lottery promotions and regulations on misleading advertising. Assisted Teraplast SA a Romanian company listed on the Bucharest Stock Exchange, one of the largest PVC processor in Romania and one of the leading producers of materials for installations and constructions market. Advised the company in connection with the acquisition of 50% of the shares of Depaco, one of the biggest Romanian players in the metallic tiles market, on the entire range of aspects. Advised Novo Nordisk, one of the largest life sciences companies in the world. Are advising the company on various corporate issues regarding their Romanian subsidiary. Assisted Pole to Win, a dynamic, fastgrowing UK software developer active in the gaming and publishing industries. We advised the company on incorporation of its Romanian subsidiary. Specialist lawyers: Ionut Bohalteanu, Daniela Milculescu.

BONDOC SI ASOCATII

Assisting Oltchim SA in conection with tthe sale of the assets of Oltchim SA grouped in the nine bundles. Likely the most complex project in the market, Oltchim being a company held by the Romanian state, in insolvency, publicly traded, of strategic importance, concerned by an investigation by the EU Commission, the largest chemical company in the country and where have had to deal in relation to the nine bundles. Assisted Mid Europa Partners in connection with the acquisition of Profi, one of the largest retail chains in Romania. This transaction has been the largest deal ever completed by a private equity fund in Romania and the largest deal in the retail sector in the country’s history. Assisted PPF regarding the Romanian law aspects pertaining to its bid for businesses formerly owned by SABMiller Limited (formerly SABMiller Plc) in Romania, the Czech Republic, Slovak Republic, Poland and Hungary and other related assets that were owned by SABMiller prior to its combination with AB InBev. The bid was lost by PPF in the very final round. Assisted Bedminster Capital in connection with the sale of Hiperdia Diagnostics Centers to Affidea. This is the largest transaction ever in Romania in the imagistic industry. The transaction was signed in November 2016 and is moving towards closing, pending merger control clearance. 32

Assisted US-listed The Greenbrier Companies, Inc. on a complex joint venture with Astra Rail Management GmbH involving the transfer of companies and cash in several jurisdictions under a joint Dutch umbrella. This is the largest transaction in this industry in Romania of the past years.

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII

Provides ongoing legal support to Tibbett Logistics Group (biggest contract logistics provider on the Romanian market) in connection with various aspects/issues related to the business activity of the Group, e.g.: assessment from legal perspective of the business activity carried out by the Group; legal assistance and representation with respect to various corporate matters of the Group; drafting and reviewing material contracts required for operation of the business; assistance and representation of the Group before the relevant public authorities. CEE is also business advisor to the management of the Group concerning all major activities carried out in Romania and CEE. CEEA have conducted extensive legal due diligence in respect of the 2 main companies of the Delamode Group (one of leaders in freight forwarding and related services across UK and Europe), generating substantial part of the Group’s revenues in Romania. Provided continuous legal support in connection with various aspects/issues related to the Group’s business activities, e.g.: legal assistance and representation with respect to various corporate issues; preparing and reviewing contracts, assistance and representation of the companies in front of the relevant public authorities. Provides legal assistance to Olympian Parks Group, one of the largest industrial parks networks in Romania, in connection with all legal matters regarding operation and development of one of the largest industrial parks networks in Romania. Provides extensive legal advice on corporate, commercial, real estate and tax matters. Likewise, are involved in preparation and reviewing of all agreements and major documents concerning landlord relationship with the tenants – e.g. lease agreement, corporate guarantees, corporate approval resolutions, etc. Provides extensive legal assistance to Emsa Capital (Austrian Investment Fund) in connection with its investments on the Romanian markets.


Which Lawyer in Romania

Covers a huge 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. CEEA renders current legal assistance for the Romanian subsidiaries of the Simacek Group, one of leaders in facility management and cleaning of office, retail and industrial spaces), 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. Likewise, provides the Group with legal assistance in connection with certain Group restructuring projects. Specialist lawyers: Sergiu Gidei, Radu Boanta, Nicolae Ursu.

CLIFFORD CHANCE BADEA

Advising sovereign fund China Investment Corporation on local aspects of one of the largest real estate transactions in recent history €12.25 billion, in relation to the acquisition of pan-European logistics company Logicor (June 2017). A cross practice multijurisdictional team lead by Clifford Chance Badea advised New Europe Property Investments in its multibillion Euro CEE merger with Rockcastle. The deal – combining complimentary portfolios and assets of some 6 billion Euro - creates the largest CEE retail real estate company, and one of the top in continental Europe. The transaction involved the combination of two real estate businesses listed on 3 EU and non-EU stock exchanges (Bucharest, Johannesburg and Mauritius), with businesses and assets in 12 (EU and non-EU) jurisdictions and raised complex capital markets regulatory issues. Advice to CBRE Global Investors in relation to the sale of Felicia Shopping Center in Iasi to CPI Property Group, as part of a deal including assets in Romania, Poland, the Czech Republic, and Hungary (January 2017). Advising Affidea Group, the leading healthcare investor and provider of diagnostic imaging and cancer treatment services in Europe, in relation to its acquisition from SouthEast Europe Equity Fund II (managed by US-based Bed¬minster Capital Management) and Harkstede Holding, the Brasov-based Hiperdia network, a leading provider of diagnostic imaging services in Romania (October 2016). Advice to a major real estate fund in relation to the acquisition of agricultural land in Romania. Specialist lawyers:Nadia Badea, Mihai Macelaru, Monica Andrei, Marius Berariu, Daniel Badea,

Corporate M&A

Madalina Rachieru, Radu Ropota, Diana Crangasu, Gabriela Muresan, Radu Costin, Andrei Caloian.

CORINA POPESCU LAW OFFICE

Assistance to foreign, mostly French and Belgian, investors in relation to the incorporation of their companies, the purchase of shares in Romanian companies or takeover of Romanian companies. Assistance to a shareholder in a large Romanian company in relation to his management position within the company and his voting rights within the General Shareholder Assembly. Set up of a large number of companies for foreign investors and assistance with day to day corporate business: advice pertaining to corporate law, labour law, contract conclusion, intellectual property – trademark registration. Assistance to a foreign investor in transportation field, regarding its participation in several public procurement procedure, together with all the contestations and legal advise until the end of the procedure. Assistance of a foreign investor in energy field, regarding its forced execution for non-owed debts to public creditors. Specialist lawyer: Corina Popescu

D&B DAVID SI BAIAS SCA

Provided sell-side legal assistance to the shareholders of Praktiker Romania, one of the main players in the DIY market in Romania, in a transaction involving the sale of its 27 stores in Romania to the British group Kingfisher (announced August 2017). Provided legal transaction assistance to Ascendis Health, a market leader in health and care products. The African group acquired several pharma businesses in Europe, among which Sunwave Pharma SRL, a distribution company based in Romania. In cooperation with PwC Legal office in Cyprus, D&B coordinated the closing activities for all jurisdictions (closed June 2017). Provided full-fledged buy-side legal assistance to Solina Group, a major supplier in the global food market, throughout the acquisition process of Supremia Grup SRL, Romanian producer of blends and spices (B2B), with subsidiaries in Denmark and the Republic of Moldova (closed June 2017). D&B performed the legal due diligence and assisted the client during negotiations. Assisted Cotecna Inspection, one of the world`s most important leading testing, inspection and certification companies, during the acquisition of 100% of the shares of Timex Surveyors SRL from its current sole shareholder - Mr. Butuca Adrian. The 34

transaction is due to happen in stages (closed March 2017). Performed a legal due diligence investigation and provided legal transaction support to Cotecna. Provided sell-side legal assistance to Elpreco SA - part of CRH Group, a manufacturer of precast concrete, during the transfer of the roof tile business to Bramac Romania - member of Braas Monier Group. The services provided also included legal assistance with respect to complex regulatory aspects, i.e.. environmental matters. (closed November 2016) CRH Ciment (CRH Group PLC) (closed December 2016) - D&B David si Baias assisted the client, by providing legal advice and assistance, during the merger of six Romanian entities part of CRH Group, following which CRH Ciment (Romania) SA absorbed five other entities. The merger process was particularly complex due to minorities and regulatory framework. The net assets of the company resulting from the merger exceeds €200 million. D&B David si Baias, in cooperation with the tax specialists of PwC Belgium, assisted Abaco Belgium, by providing tax and legal advice and assistance, during a cross border merger of two entities in Abaco group, following which the Belgian entity absorbed the Romanian company (closed November 2016). Provided legal advice and assistance to Henkel Romania for the spin-off of the marketing and distribution activity to another Henkel group company. The Romanian spin-off was part of a wider restructuring at Henkel Group level (2016). Provides constant support and advice to OMV Petrom, the largest integrated oil and gas group in South-Eastern Europe, on corporate, commercial, regulatory matters with impact on client’s current activity and projects in Romania. (ongoing) Specialist lawyers: Sorin David, Anda Rojanschi, Cristina Ciuca, AnaMaria Iordache, Madalina Dobre.

DENTONS EUROPE TODOR SI ASOCIATII SPARL

Advising Fortune Global 500 company China Energy Company in its contemplated 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. Advising multinational insurer in a major acquisition having as object the insurance division of another multinational group, targeting a number of Eastern European countries. Advising on the €2.4 billion share sale of P3 Logistic Parks to GIC, Singapore’s sovereign wealth fund, by TPG Real


Which Lawyer in Romania

Estate and Ivanhoe Cambridge. This is the largest European real estate deal in 2016, involving P3’s 163 warehouses in 62 locations, across nine countries. Advising CPI Property Group on the share acquisition of a portfolio of 11 retail properties from CBRE Global Investors, with a total leasable area of approx. 265,000 sqm (including shopping centers in Romania, the Czech Republic, Hungary and Poland).

GRUIA DUFAUT LAW OFFICE

Assisted an international group in takingover a Romanian company active in the biotechnology research. Established the legal framework needed by an international media group in order to implement a Trade Market Licence Agreement and the operating agreement related thereto within one of the companies held by the group in Romania, drafting all corporate documents in this respect and the documents to be filed with CAN (National Audiovisual Council). 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 manufacturing construction material for road infrastructure. Assisted a major international company active in the construction and maintenance of transport infrastructure field, during the negotiations for the sale of one of its subsidiaries holding exploitation licenses. 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). Specialist lawyers: Dana Gruia Dufaut, Loredana Van De Waart, Cristina Bojica, Gabriela Popescu, Roxana Neacsu.

HATEGAN ATTORNEYS

Assisted an Austrian service company in acquiring a company in Resita. Assisted a Swiss company in the second phase of the acquisition of a Romanian company in Timisoara. Assisted a German bank in administrating a portfolio of around €15 million. Assisted an American Buyer at the acquisition of the Romanian subsidiary of a German target. Assisted a French company in an automotive Recall project. Specialist lawyer: Ioana Hategan.

Corporate M&A

IONESCU SI SAVA

The corporate, commercial and M&A team have assisted Resolute Lar Romania that, manages various portfolios of NPLs on behalf of several financial institutions, including asset and property management services related to REOs, in the handling of all corporate matters for the SPVs under management, as well as with commercial and M&A-related issues in connection with the managed companies and assets. Star Assembly – a subsidiary of Daimler AG- the largest investment made by Daimler AG in Romania and one of the largest contributors to Romania’s exports, with its latest investment, finalized in 2016, was done through a newly established subsidiary. Providing day-to-day assistance and consultancy in commercial and corporate matters, we assisted the company in corporate matters related to the take-over of assets and personnel from an already existing local operation (Star Transmission). The corporate and commercial team, together with the real-estate department, assisted Ethos House SA and EEC Investments SA, developers of an office building located in Bucharest – Polona Business Center, during the sale of the project company, structured as a share deal. Assisted Angelini Pharmaceuticals Romania, one of the largest innovative pharmaceutical companies in Italy which carries out marketing and distribution activities in Romania, in 2016-2017, in corporate matters related to headquarters (including the negotiation of a long terms lease agreement for the new premises), as well as to corporate structure and management Omniconvert, the company started as a Romanian start-up and which is now one of the leading providers of optimization services worldwide, assisted Omniconvert in 2016 in connection with a first round of investments from 3TS, in the second half of 2016 and first half of 2017, have continued to assist the client in corporate and commercial matters, including the addition of several new shareholders and the implementation of standardized commercial terms for their day-to-day operations following their re-branding from Marketizator to Omniconvert. Specialist lawyers: Radu Ionescu, Roxana Constantin.

IJDELEA MIHAILESCU

Assisting an European private equity fund in relation to the acquisition of a copper and copper oxide business from a former state owned company currently undergoing bankruptcy proceedings. Assisting an European private equity fund in relation to a cross-border acquisition of shares in group companies holding 36

various copper and gold mining licenses in Romania and in Southern Africa. Assisting a Romanian entrepreneur in relation to the acquisition of a majority participation in a company holding a copper mine located in Romania’s NorthEast region.

LEROY SI ASOCIATII

Advised Lactalis, the world’s leading dairy products company on the acquisition of Albalact, the largest Romanian dairy producer on all transactional, regulatory and antitrust aspects of this deal. This transaction was the first significant voluntary takeover bid carried out on the Bucharest Stock Exchange. Advised Alten, the European leader in engineering and technology consulting, on all legal matters in connection to the direct acquisition of all shares issued by Kepler, one of the leading IT Romanian companies providing software services and solutions. The deal involved a complex legal analysis of the target companies’ business contracts notably dealing with the provisions of customer oriented software. Advised Expert Petroleum, an international company specialized in resources optimization, operations restructuring and production enhancement techniques, on the direct acquisition of all shares issued by Petrofac Solutions & Facilities Support, a leading international service provider to the oil and gas production and processing industry. Advised the French group Yves Rocher on the acquisition of 100% of the share capital of Cosmetiques de France, owner of the Yves Rocher franchise in Romania, operating 40 stores. Advised Lactalis on the acquisition of 100% of the share capital of Covalact S.A, one of the largest Romanian diary producers. Specialist lawyers: Bruno Leroy, Andreea Toma.

MARAVELA | ASOCIATII

Assisting a client, specialist in development, construction, and planning of industrial plants regarding the corporate reorganisation of its Romanian subsidiaries (largest provider of services for complex piping systems in Southeast Europe and top local provider of turn-key industrial plant solutions). Legal work includes restructuring focused due diligence and assistance on all corporate aspects involved, including the structuring of the reorganisation, drafting relevant corporate documents, Trade Registry formalities, etc. Complex corporate reorganisation work due to the size and activity of the group (over 1050 employees and over 500 commercial agreements). Assisting the world`s leading seed producer


Which Lawyer in Romania

regarding the legal structure of its agency network in Romania and on various Romanian jurisdiction related aspects (including corporate matters) pertaining to its contemplated merger with an industry giant with the aim of creating a one-stop shop for seeds, crop chemicals and computeraided services to farmers. Envisaged as the biggest deal so far in agriculture, the purported merger raises global concern with regard to competition and consumer protection and requires complex corporate, M&A, antitrust and financing advice. Matter value: €66 billion. Retained by a significant medical services provider with regard to the purported sale of most of its business (including 8 laboratories and 4 medical centres) to one of the leading Romanian medical chains. Legal work comprises vendor due diligence, drafting and negotiating transaction documents, assistance regarding competition clearance. The matter is important due to the highlyspecialized M&A work required by the very sensitive, complex and intensely regulated nature of the healthcare companies. Further difficulty stemming from the need to structure the due diligence and the transaction so as to ensure continuity of activity and patients` wellbeing as well as confidentiality of sensitive information. Matter value: €21 million. Assisting the client, producer of the most advanced aircraft scanners, regarding the opening of a high-tech plant in Switzerland and potential partial sale of its business for investment purposes. Legal assistance includes drafting and negotiating the transaction documents, drafting and restating the corporate documents, dealing with IP & IT, tax and employment matters in view of both consolidation and partial sale of the business. The deal is important due to the pioneering business of our client and particularities triggered and its specific cross border complexity aspects. Matter value: €60 million Assisting the leading Romanian ice cream and frozen products manufacturers, holding up to a third of the Romanian market regarding all aspects pertaining to ; the prospective sale of its business, in a complex bidding process involving multiple bidders and ; a partial spin-off to precede the sale. Legal work includes assistance and representation in the buyers’ due diligence and bidding process, drafting and negotiating all transaction documents, assistance regarding closing and postclosing aspects, vendors’ due diligence, competition compliance work, etc. The legal assistance spans multiple disciplines including M&A, corporate and commercial (contract) law, competition, regulatory (permitting), real estate, employment,

Corporate M&A

taxation, banking & finance etc. Specialist lawyers: Gelu Maravela, Alina Popescu, Alexandra Rimbu.

SCA MITEL & ASOCIATII

Full range of legal services in various matters regarding Airbus Helicopters business relations and day-to-day activity. The most recent mandate involved the launch of a new final assembly line of helicopters (H215) in Ghimbav, Romania. The project was estimated at €40 million and received direct State aid. Assisted Alexandrion Group in a full range of legal services for a cross-border transaction whereby the majority shareholder acquired sole control over Alexandrion Group by buying out the minority shareholders. Mitel & Asociatii has been at the heart of the transaction, ensuring legal structuring, drafting and negotiating the documentation package, and overall coordination for all involved jurisdictions (Greece, Cyprus and Romania). Alexandrion Group has undergone a complex restructuring process, by shifting its international operations to Cyprus, while consolidating its alcoholic beverages business in multiple jurisdictions under an optimized corporate structure. Assisted Cyberghost Romania, one of the most known VPN suppliers worldwide, for a cross-border set of transactions having as final target the acquisition of 100% of the share capital of Cyberghost Romania by Crossrider Plc, a company listed on the London Stock Exchange. As a condition precedent to the acquisition by Crossrider, Cyberghost underwent a management buyout whereby the sole control over the company was acquired by the CEO of Cyberghost Romania from the majority founders of Cyberghost, followed by a subsequent acquisition by Cyberghost of a leading software development company from Germany. Advised and were involved in drafting and negotiating the full set of documents for both preliminary transactions. For the acquisition made by Crossrider, drafted and negotiated the acquisition documents, as well as the subsequent management contracts with the CEO and CTO of Cyberghost Romania and the share option agreement for the management of Cyberghost Romania, whereby the CEO and CTO were granted stock options in Crossrider Plc., as part of the remuneration package and price for the sale of Cyberghost Romania. Assisted Iowemed, in the healthcare sector, during its successful acquisition by Medicover, one of the largest providers of private medical services in Central and Eastern Europe. The legal assistance covered a complex package of documents that included Iowemed Group’s restructuring 38

for the sale, share transfer documentation and managerial package provided to the founders for their future involvement in the development of local activities. Exclusive legal counsel for Lear in Romania, following steady expansion locally, Lear Group currently operating 4 plants in Romania in various sectors related to the car manufacturing industry, servicing Lear for more than 15 years in connection with a wide range of corporate & commercial matters related to their day-to-day business in Romania, including assistance for the operations related to the opening of the newest plant and the recent expansion of their operations in Iasi at the end of 2016. Specialist lawyers: Sorin Mitel, Madalina Paisa, Serban Suchea.

MUSAT & ASOCIATII SPARL

Advised EMERSON, a global leader in technology and engineering, in a carve-out sale of its Leroy Somer (based in France) and Control Techniques (based in UK) businesses to Nidec Corporation. Assisted the client in a reverse due diligence exercise in order to prepare the business for sale and we focused in reviewing the due diligence documents up-loaded in the data room, identifying potential issues which would concern a potential buyer, running searches in the public records, solving matters pertaining to organization of the data room and dealing with sensitive matters which may impact the transaction. Assisted Emerson in structuring the transaction for the purpose of transferring the business and the Romanian local entity (formerly pertaining to Emerson) to Nidec Corporation. In this respect, we have provided legal advice from a corporate, labour, regulatory and tax perspective at all stages prior to the business transfer, as well as those relating to the completion and fulfilment of the conditions required for the takeover by Nidec Corporation. Following Premier Capital PLC acquisition of McDonald’s local operations, transaction which included all 67 McDonald’s restaurants in Romania, 19 McCafé coffee shops and the local McDonald’s franchise, provided further assistance and representation services in relation with a wide range of post-closing reorganization operations, including: premier Capital SRL acquiring 100% of the share capital of Premier Restaurants Romania SRL(exMcDonald’s Romania SRL) by means of combining a share capital increase in the target with a stock-share swap between Premier Capital SRL and McDonald’s System of Romania Inc. (Delaware); various changes into the corporate structure of Premier Restaurants Romania SRL, including, change of name, appointment


Which Lawyer in Romania

of new directors, reduction of share capital, opening of new restaurants and closing down other restaurants, etc.; initiating dissolution of Premier Capital Delaware (ex-McDonald’s System of Romania Inc.). Further, acted as legal counsel for Premier Restaurants Romania SRL in connection with the latter entering into an amendment and restatement agreement to the senior facilities agreement between with BRDGroupe Société Générale (the financing bank in the transaction) and Premier Capital SRL, as well as in connection with the creation by Premier Restaurants Romania SRL of securities over its movable and immovable assets, for the purpose of securing the financing obtained under the senior facilities agreement. Acted as legal counsel for Mecaplast Group, a leading European automotive equipment manufacturer, for the expansion of its business in Romania, by acquiring a Romanian company specialized in the manufacture of plastic parts for automotive industry. The due diligence process was complex, as it covered not only legal, but also taxation matters and we have been requested to provide an in-depth report on the issues of concern for the transaction, as well as tailored solutions and remedies to cover the potential risks identified. Legal assistance had to take into consideration the ongoing contracts with the local customers of the client, as well as certain competition matters. Musat & Asociatii is part of the consortium consisting of UBS – UK, Swiss Capital (the top brokerage firm in Romania) and BT Securities (a leading local brokerage firm) which has been selected by the Romanian Government, through the Ministry For Communications And Information Society, to perform the privatisation of Telekom (one of the top three telecom operators in Romania). The legal team is assisting the Ministry for Communications and Information Society throughout the sale process, including the due diligence exercise on the target, drafting the sale strategy, the offer prospectus and performing all other actions necessary to carry out the deal to its success. It is a specific dual-track process aimed at achieving the sale of 46% in Telekom Romania, either through an SPO process or an M&A transaction – a decision that the Romanian Government will make based on the consortium’s proposal. In preparation of the SPO, the legal team will draft the entire listing documentation and will assist the Ministry for Information Society throughout the listing and sale process. Assisted Hili Ventures Limited (the holding company of a diversified Maltese group, engaged in multi-sited activities with McDonald’s and Apple, logistics,

Corporate M&A

engineering, technology and property) in connection with the purchase through two of its Netherlands and, respectively, Maltese based subsidiaries, Alfacapital SRL (operator of iStore outlets in Romania) by means of a combined share and assignment of receivables deal. The legal work included assisting and representing the client in connection with: drafting all the transaction documents as well as reviewing the transaction documents governed by Maltese law from the Romanian law perspective; carrying out an assessment of possible merger control obligations arising in relation with the transaction under Romanian competition law; negotiating and amending the transaction documents in the context of the transaction, including assistance in relation with the fulfilment of all the conditions precedent to the closing of the transaction, as well as in the context of post-closing steps; rejecting the opposition lodged by the Romanian tax authorities before the Romanian courts in relation with the transaction due to fiscal contributions allegedly being due by Alfacapital SRL on the closing date. Specialist lawyers: Gheorghe Musat, Iulian Popescu, Monia Dobrescu, Bogdan Mihai, Andrei, Ormenean, Vlad Cordea, Adrian Danciu, Mona Musat, Alina Solschi, Anca Buta Musat, Razvan Stoicescu.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assisted to the one of the largest operator in the petroleum sector in the divestiture of 51% of the shares in a holding company having oil refining and retail in Romania (and most assets located in Romania) for the purposes of creating a joint venture with CEFC Hainan International Holding (subsidiary of CEFC China Energy Company Limited). The services included identification of transaction challenges and structuring the transaction to manage the same, assistance to transaction documents drafting and negotiation and related advice. Assistance to the second largest bakery group in Europe in connection with the acquisition of a bakery business, one of the biggest milling companies in Romania. NNDKP has provided assistance in relation to the carrying out of the due diligence analysis of the target, assistance in connection with the drafting and negotiation of the transaction documentation, as well as legal advice as regards the regulatory matters in the closing and post-closing process. Assisted in a competitive process for the exit of an international energy company based in Switzerland from the Romanian market. The assistance included structuring 40

of the competitive process together with the financial advisor, comprehensive legal assistance in respect of organizing the data room, drafting and negotiation of non-disclosure agreements, structuring and drafting the transaction documents, assistance with closing and post-closing matters. Assisted a major glass manufacturer in the acquisition of substantially all of a glass container business, including the business in Greece and the majority shareholding in three listed companies in Romania, Bulgaria and Serbia. Assisted a major medical services provider in the acquisition of a medical network from Romania. Specialist lawyers: Gabriela Cacerea, Ruxandra Bologa, Adina Chilim-Dumitriu, Adriana. I. Gaspar.

NOERR

Advice 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. Advised a German company with operations in the agriculture, building materials and energy sectors on the sale of part of the grains storage business in Romania via an asset deal. Subsequently provided comprehensive legal and tax advice in connection with a management buyout in its Romanian subsidiary, as part of the exit of the client from Romania. Advised on the purchase of the business (employees, contracts, related movable assets, office space) of a top quality IT service provider of high-end business solutions to clients across the globe, associated with the provision of software services for the products of the client. Advised a major discount retailer regarding the purchase of two discount stores. Nidec Sole Motor Corporation’s acquisition of approx. 94.8% of the shares of Ana Imep SA & indirect acquisition of Ana MEP SA

PACHIU & ASSOCIATES

Currently assisting one of UK’s largest drinks manufacturer and distributor, with the expansion of its grapevines portfolio in several regions of Romania. There are numerous transactions with medium value, aiming to consolidate the company’s presence and performance as a top Romanian wine producer and distributor. The matter value is approx. €2 million. Advising Germany’s leading meat processor, during the restructuring operations aimed to improve the control chain of their


Which Lawyer in Romania

locally based subsidiaries, including the restructuring of stock portfolio and management. Advised the company in connection to tax optimization matters. Assisting one of the key players on the Romanian`s paint market in restructuring the ink business sector with a view of a future divesting of such activity. During the restructuring process, conceived as an asset deal, offering continuous legal advice with regard to the implementation of the business transfer agreement. The matter value is approx. €2.5 million Specialist lawyers: Alexandru Lefter, Marius Nita.

PELI FILIP SCA

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, which currently operates 27 units and is one of the largest DIY retailers in the country. The two companies signed the sale-purchase agreement on the 1st August. Assisting Nuclearelectrica, the national Romanian nuclear company, in the negotiation process for setting up a joint venture company with China General Nuclear, for the development, construction, operation and decommissioning of units 3 and 4 of the Cernavoda nuclear power plant. The project is currently ongoing. Advised 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 99.99% of the share capital and voting rights of Invitel Távközlési Zrt., one of the key operators on the Hungarian telecommunications market, from China Central and Eastern Europe Investment Co-operation Fund SCS SICAV-SIF. The acquisition price amounts to €140 million. Signing occurred on 21 July 2017. Closing assistance ongoing. Assisted National Bank of Greece SA in connection with the 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. Assistance included due diligence analysis, advising on the structure of the transaction and preparation of transaction documents. Signing occurred in July 2017. Assisted 3i, a multinational private equity and venture capital company with regards to the due diligence process, competition clearance, as well as various corporate structuring and financing matters related to the Romanian subsidiary of Schlemmer Group, active in the field of development and production of highly specialised

Corporate M&A

synthetics solutions for the automotive industry, in the context of the latter’s purchase by 3i. The matter value is €181 million equity investment. The project was completed in December 2016. Specialist lawyers: Alexandru Birsan, Oana Badarau, Eliza Baias, Madalina Fildan, Catalin Suliman, Alina Stancu Birsan, Cristina Filip, Monica Statescu, Sofia Lovin, Ruxandra Listea, Olga Nita, mirona Apostu, Rebecca Marina, Sinziana Birsanu, Alexandra Manciulea.

PETERKA & PARTNERS

Legal assistance to Kalizea, a well-known French leading company, part of an international and highly reputable group which is specialized in cereal processing at regional and international level, in connection with the setting up of a joint venture together with a Romanian partner (by creating an SPV) with the aim of developing the corn production business in Romania. The transaction was initially envisaged as a cross-border operation, however, due to its complexity, it was implemented only on the Romanian market. The project was completed in September 2016. Ongoing 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 to corporate red flag due diligence in respect of all their subsidiaries in the CEE region. The project is under the coordination of PETERKA & PARTNERS Romania. Ongoing legal assistance to Hanes Global Supply Chain Romania, the local subsidiary of 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. Ongoing legal advisory services to Ganapati Malta, part of Ganapati Group, one of the international market leaders in innovative online game design, in relation to the establishment of a subsidiary in Romania, as well as in connection to various day-today corporate matters such as change of the structure of the management board and operations related to the signature rights of the subsidiary’s representatives. Ongoing 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 to various day-to-day 42

corporate matters, including the change of the structure of the management board and the related decision making mechanism and representation powers of the directors. Specialist lawyers: Cosmina Romelia Aron, Letitia Silaghi, Alina Radu, Ioana Sebestin, Claudia Ioana Radu

POPOVICI NITU STOICA SI ASOCIATII

Assisted Lincoln Electric on the acquisition of Ductil from Air Liquide. Advised Pietta Family on his full exit from Pietta Glass Working to Saint-Gobain. Assisted Auchan and One United on their acquisition of Automatica & former Ford factories in Bucharest from Global Finance. Assisted Romedex International and Mr. Sorin Grunwald on the sale of the assets and business associated with Nautilus and Nautilus Delta to C.R. Bard Inc. Advised Ameropa Grains on the acquisition of five independent business lines and corporate vehicles operating in Timis, Braila, Iasi, Olt and Ialomita. Specialist lawyers: Silviu Stoica, Vlad Ambrozie, Bogdan C. Stoica, Andreea Hulub, Irina Ivanciu, Mariana Marcu, Raluca Rusu, Mihaela Pohaci.

RADU SI ASOCIATII | EY LAW

Advising PPG in relation to the acquisition of Deutek, one of the leading Romanian producers of lacquers and paints (due diligence, transaction documentation, merger clearance), in a transaction with a value of approx. €50 million. Advising the seller during the acquisition process of Vector Watch SRL, the European luxury smartwatch brand, by FitBit. Providing legal assistance to LG Electronics Romania for more than one year with the intra-group reorganization by means of a cross-border merger by absorption by which LG Electronics Hungary has absorbed LG Electronics Romania. Advising Star Transmission SRL (Daimler Group entity) in relation to the reorganization of its Romanian production facilities: legal support to Star Transmission SRL in the context of a transfer of business from Star Assembly SRL to Star Transmission SRL. Advising a leading Chinese multinational technology company in relation to the envisaged transfer of business and business restructuring in Romania. Specialist lawyers: Radu Diaconu, Radu Ionescu, Nicoleta Gheorghe, Raluca Silaghi, Stefan Mantea.

RADULESCU & MUSOI ATTORNEYS AT LAW

Assisted the leading firm in Romania in the marketing of frozen poultry meat in the merger and de-merger of group companies,


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a pleasure and brakes are very efficient. I guess driving it equipped with the more powerful engine versions would offer even more joy and could make a difference and add to the car’s appeal as a sporty luxury sedan. It was quite an impressive drive, although I drove it only in the Bucharest traffic. As one would expect from a two tons car with such lofty performance numbers, fuel economy is not of paramount concern, however, I was very impressed with the consumption figures in Bucharest traffic, which were unimaginable a few years ago for this class of vehicles and performance figures. The BMW 7 Series is a large luxury sedan that doesn’t feel large. The size of the car can be a problem on smaller streets or in underground parking, but it is still manageable. Size however comes with a lot of space and plenty of comfort for the passengers traveling on the rear seats – this is indeed a limousine which is more appropriate to

be driven by a chauffeur. Giving its size, the car is extremely agile irrespective of the suspension setting. It can be very comfortable with the suspension setup in comfort mode. That’s not to say the ride is harsh in the other setups, though. The stiffer ride in sport mode results in a more engaging driving experience, making the 7 Series a luxury sedan that can also be fun to drive. I highly recommend the optional Integral Active Steering, which utilizes four-wheel steering to take you around corners faster and maneuver you through tight spaces easier than other cars this big. The base 730d is exceptionally appointed with a lot of standard tech features. I am not very much a fan of electronic gismos on the car, but I appreciated the excellent Harman Kardon sound system, the navigation and also played a bit with the gesture control feature. The car was loaded with all kind of electronic assistants for driving, the tested model being fitted with the smart key that allows self-parking (which looks now more like a small smart phone than a car key). I also found really useful the head up display which now features more information and sharper graphics. Ambient lights and innovative features for comfort and entertainment ensure a lot of relaxation when traveling. Also, children were very pleased with the function control tablet, integrated in the rear seat. BMW’s laser headlights impressed me with the night vision and the remote parking function as well. It’s a car that gives you driving, dynamism and efficiency at the same time.“ by Gabriel Biris

The BMW 7 Series tested was provided through Automobile Bavaria Group, which proudly represents the BMW emblem in Romania for 23 years, being the first importer of the brand after 1990 and the first BMW M certified dealer. Automobile Bavaria Group played an important role in launching the BMW i brand in Romania with the first authorized service from the country and with a BMW i certified agent for sales since the official launch of BMW i here. Automobile Bavaria Group has 12 BMW dealerships, the only MINI dealership in Romania and the only Rolls-Royce Service in the region.


Which Lawyer in Romania

for example by managing negotiations and the drafting, signing and registration of the transaction documentation. Assisted in the acquisition of a medical center by Medicover, a major Romanian healthcare provider. The work covered, among others, due diligence regarding the target company. Assisted in the development of a financing platform for companies in difficulty with a view to their financial restructuring by means of capital, credit and specialized management. The work has included the establishment of a shareholder company within the platform, as well as drafting, revising and negotiating the shareholders’ agreement, management agreements, etc. Assisted an important german company in acquiring the plastic production business of a large Romanian company. Among others, prepared the due-diligence report regarding the acquisition of the factory and negotiated and drafted the SPA and various other documents such as a lease agreement. Our team assisted an important company in the field of real estate throughout the sale of its logistics warehouse in Oarja, Romania, to Globalworth Real Estate Investments for €42.5 million. The warehouse was under lease to Dacia Renault.The deal was one of the most important transactions of 2016, and received wide media coverage. Specialist lawyers: Roxana Musoi, Carmen Banateanu, Mihai Radulescu.

REFF & ASSOCIATES SCA

Assisted BCR SA, the largest Romanian bank, controlled by Erste Group Bank AG, with respect to a merger process that involved the absorption by BCR of its local subsidiaries: BCR Real Estate Management SRL and Bucharest Financial Plazza SRL. The absorbed companies have provided ancillary services, carrying out real estate portfolio management activities. Advised on a broad spectrum of legal matters, such as: corporate aspects regarding the implementation of the merger with a retroactive effect, corporate reorganization and banking regulatory. Admitted in court. Provided legal assistance to Sisecam Group, Europe’s leader and the world’s fifth producer in flat glass, in a transaction having as object the consolidation of the control over the Romanian entity, Glasscorp SA, upon the acquisition of a minority shares stock of 10% held by the previous shareholder, followed by a capital infusion in the Romanian company, in combined value of tens of million Euro. Date of completion: December 2016. Assisted on the partial sale of the business in Romania of Goodmills Gmbh, a complex deal involving a separation of an industrial platform with several businesses and a

Corporate M&A

forward sale of a separate factory. The deal involved, among others, the spin-off of an existing company, the bakery activity being transferred to a new entity and split of the activity and assets. Our legal support covered assistance of the seller during the due diligence process (explanatory and mitigating risks, reducing the impact of the issues identified during due diligence in transaction documentation), assistance in structuring the transaction, drafting and negotiation of the full package of the transaction documentation comprising more than 14 agreements, assistance in structuring and implementing the spin-off procedure, as well as assistance during the phase of the fulfilment of the numerous conditions precedent, performance of the closing and currently, monitoring post-closing obligations up to complete separation of the entities. Date of completion of the transaction: September 2016. Provided legal assistance with respect to the reshaping of the organizational structure of all companies of Grampet Group. Our assistance included: presentation of the applicable legal framework; presentation of the suggested alternatives for the alignment from legal perspective of the organizational structure (group / company) in order to increase support of the organization to achieve the vision and strategy of the group; and presentation of the main steps to be followed and actions to be performed for the implementation of the alternative chosen by the client. Date of completion of the analysis: August 2016. Provided extensive transaction and corporate assistance to the management and the minority shareholder of Recyplat, the largest recycling group companies in Romania in the context of the transfer of the majority stake of the group’s equity to a new majority shareholder, an investment fund. Date of completion: July 2016. Specialist lawyers: Alexandru Reff, Georgiana Singurel, Andrei Burz-Pinzaru.

RTPR ALLEN & OVERY

Advised the private equity fund Enterprise Investors, one of the largest private equity firms in Central and Eastern Europe, that has a continuous presence in Romania since 2000, in relation to the sale of Profi supermarket chain, a modern retail network with the widest geographical spread in Romania, to Mid Europa Partners, in the largest deal ever completed by a private equity fund in Romania and the largest deal in the retail sector in the country’s history. Involved in the acquisition of Profi supermarket chain by Enterprise Investors, on the seller’s side at the time, Duna Waiting Participation BV. At the first edition of CEE M&A Awards 2017 this deal won two 46

awards, namely Exit of the Year 2016 and Private Equity Deal of the Year 2016. Advised Asahi Group Holdings Ltd. on the acquisition of Ursus Breweries, one of the largest beer producers in Romania, in a transaction in which the Japanese group Asahi acquired five former SABMiller businesses in Central and Eastern Europe, the largest M&A transaction in CEE in 2016. Advising Asahi on the M&A, commercial, antitrust, banking, tax and employment aspects of its share purchase agreement with AB InBev to acquire businesses in the Czech Republic, Slovakia, Poland, Hungary and Romania and other related assets that were owned by SABMiller prior to its merger with AB InBev. The acquisition by Asahi of AB InBev businesses in Central and Eastern Europe marks the biggest acquisition of a foreign beer operation by a Japanese brewer. It is also the largest deal in Asahi’s 127-year history. Advised Global Finance, one of the largest private equity firms in Central and Eastern Europe with a presence of more than 25 years in the region, in relation to the sale by it and by the minority shareholders, Mr Dan Liviu Dragan - the original founder and Mr Florin Manea, of Total Soft SA, one of the most important ERP producers in Central Europe. This is one of the largest transactions in the technology, media, and telecom sector in the last few years on the Romanian M&A market. Advised Centrul Medical Unirea, the healthcare services provider “Regina Maria” that offers a full range of integrated healthcare services, with a strong focus on hospital and ambulatory care, laboratory, imaging diagnostics and corporate subscriptions, and Mid Europa Partners on the acquisition of Ponderas Hospital. In August 2015 Regina Maria was acquired by the private equity fund Mid Europa Partners from Advent International Corporation in a transaction considered to be the largest in the healthcare sector in Romania in 2015. Ponderas is the only Center of Excellence in Bariatric and Metabolic Surgery with a double accreditation from Eastern Europe – European and American. Ponderas was founded in 2011 by a group of doctors and offers a full range of healthcare services, with a focus on laparoscopic surgery. Advised the private equity fund Enterprise Investors, one of the largest private equity firms in Central and Eastern Europe, in relation to the acquisition of “Noriel” group, the largest toys and games retailer in Romania. The capital invested in Romanian companies including this investment is close to €200 million. Specialist lawyers: Mihai Ristici, Alina Stavaru, Costin Taracila, Roxana Ionescu.


Which Lawyer in Romania

SCHOENHERR SI ASOCIATII SCA

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. Assisted Vienna Insurance Group, one of the largest international insurance groups and the largest insurance company in Romania generating nearly 2 billion Euro in premiums in 2015 and reporting an annual increase of 8.2%, on the acquisition of AXA Life Insurance SA, the AXA Life & Savings entity operating in Romania. AXA has entered into an agreement with VIG to sell its life and savings insurance operations in Romania and to exit the Romanian market. Under the terms of the agreement, VIG would acquire 100% of AXA Life through the VIG Group companies BCR Life and Omniasig. Assisted OMV Aktiengesellschaft, an international, integrated oil and gas company, shareholder of OMV Petrom, on the sale by OMV Petrom of 100% of the Romanian company OMV Petrom Wind Power SRL – a wholly owned subsidiary of the client – which operates a 45 MW wind power plant in Romania, Constanta County, to Transeastern Power, a Canadian listed company that owns and operates a portfolio of renewable projects. Assisted Sigma Bleyzer, private equity fund, managing assets worth some 1 billion Euro in Eastern European countries such as Romania or Ukraine, on the sale of dairy producer Covalact to French group Lactalis, one of the largest dairy producers in the world. Assisted Reconstruction Capital II, a closedend investment fund, investing in private companies operating in Romania, Serbia, Bulgaria and neighboring countries, and Mr. Catalin Neagu, Romanian entrepreneur, founder of the first Romanian debt collection company, in the sale of their entire 100% stake in Top Factoring, one of the main debt recovery companies from Romania, to Intrum Justitia AB, one of the main management loans services companies.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted World Class Romania, the leader in the fitness industry in Romania, with multiple projects: the acquisition of a new fitness club previously called “Pure Jatomi,” of over

Corporate M&A

1,818 sqm, including aerobic, fitness, and cycling studios, as well as functional training areas. Our firm Assisted with drafting the documents for the acquisition of the fitness club and advised in negotiations in relation to all legal aspects of the transaction. Other parties involved: In-house lawyer of the seller, Pure Health & Fitness S.R.L and of the landlord, Cotroceni Park SA. Sale of the assets pertaining to the Bacau health and fitness club operated under the World Class trademark. The transaction was structured as an asset deal and assisted with drafting the documents for the sale of the fitness club and advised in negotiations in relation to all legal aspects of the transaction. Restructuring of World Class Group - advice with respect to the partial spinoff of Club Sport Fitness Center MV SRL, the wholly owned Romanian subsidiary of World Class. Because of the spinoff, five health and fitness clubs of Club Sport Fitness Center MV SRL have been transferred to World Class. The assistance included advice in preparing the spin-off project, drafting the necessary corporate approvals for the submission of the spinoff project to the Trade Registry, as well as advice regarding all the steps for the implementation of the spin-off, including assistance in front of the relevant court of law, assistance in relation to all necessary corporate approvals and authorizations for the finalization of the spin-off and the integration into World Class of all health and fitness clubs subject to spin-off. Assisting Vinarte SA, a top Romanian wine producer, with respect to the sale of assets and business related to three wine domains located in Zoresti, Samburesti and Starmina towards local subsidiary of Neo Holding SA, a private equity investment company. The assets included, among others: vineyards, buildings and equipment for wine production, wine stocks, trademarks and employees. Assisting H Estates Timber & Farming ImportExport SRL with the sale of its subsidiary, Agroho Farming SRL. Assisted with drafting the documents for the sale of all the shares of Agroho Farming SRL, including a pre-sale agreement and the shares sale-purchase agreement, as well as all the corporate approvals necessary in the process. Advised during negotiations with all legal aspects of the transaction. Dealt with the buyer as well as with the representatives of the bank in which the purchase price will be deposited as escrow amount. Assisted Futureal Management with respect to several projects, centred on the acquisition of certain plots of land having a significant area (20,000 sqm located within District 1, Bucharest – in one specific 47

transaction, respectively approx. 30,000 sqm located in District 2, Bucharest, for another99 transaction). The client is seeking to acquire ownership right over plots of land permitting the development sophisticated residential projects. Stratulat Albulescu was the main coordinator of the transaction, being involved in all matters pertaining thereto, starting with negotiation and assistance with the execution of the term sheet, carrying out and submitting full due diligence report, drafting the transaction documents as well as assistance in the negotiation process and completion of the transaction. In further support of the above, the transaction also involved assistance in corporate matters, including the assistance with the spin-off of one of the landlords to better accommodate the envisaged outcome of the transaction. The law firms Mishcon de Reya LLP and Stratulat Albulescu advised Teads on the acquisition of Brainient, an UK-based adtech company that provides tools to create engaging and interactive video formats that can be delivered across a range of devices. A team of lawyers from Mishcon de Reya LLP coordinated the transaction and led the negotiations. Stratulat Albulescu conducted the legal due diligence for the Romanian subsidiary of Brainient, which underlined key legal aspects concerning the potential transaction and that could have had an influence on whether to complete the acquisition. Also, Stratulat Albulescu comprehensively advised with respect to the implications of the transaction pursuant to the Romanian law by providing analyses concerning highly important aspects of the target business that were essential for the continuation of the project. Specialist lawyers: Silviu Stratulat, Alexandra Radu, Andrei Albulescu, Florin Dutu

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Assisted Lagardere Travel Retail, a retailer in the food industry, with a due diligence of a company from Iasi (Nyaka Fruits SRL), as well as during the transaction, when drafted the SPA and other transaction related documentation. Assisted Agricola SA, a large Romanian poultry products producer, with restructuring its shareholding structure. Carried out a due diligence for Food Union Holding (CY) Public Company Limited, a Latvian Group, which was buying Alpin 57 Lux SRL, which produces ice-cream. Covered corporate, real estate, employment, IPR issues and also advised on the transaction, whereby the client acquired 70% of the target. Drafted the SPA, escrow agreement, movable mortgage


Which Lawyer in Romania

agreement, shareholders’ agreement, mandate agreement, etc., as well as giving full assistance in the negotiation; in coordination with the client’s in house counsel based in Russia. Assisted Industrie Ilpea, a leading European global plastic and rubber products manufacturer, based in Italy, with the setting up of a Romanian vehicle, assistance with the long term leasing agreement of a production facility and legal assistance on various corporate and labor matters. Assisted Romanian Business Consult SRL, the main provider of IT solutions for retail and the food industry, in relation to a merger by acquisition process with its subsidiary, RBC Logistic Solutions SRL. Assistance was provided on two levels: preimplementation legal analysis of corporate, employment and contractual, real estate aspects, etc. and implementation assistance, which consisted of drafting the necessary documents to complete the merger. Specialist lawyers: Laura Toncescu, Sebastian Olteanu.

TUCA ZBARCEA & ASOCIATII

Assistance in the acquisition of a majority equity stake in Banvit Bandırma Vitaminli Yem Sanayi A.Ş, a leading Turkey-based poultry company, together with Qatar Holding LLC, an affiliate of the Qatar Investment Authority (who will acquire a minority stake in Banvit through its joint venture with BRF, a top Brazilian food conglomerate listed on BM&FBOVESPA and NYSE / formerly known as Brasil Foods SA. Services included the performance of a legal due diligence on the Romanian Banvit subsidiary (owning poultry farms and meat processing units) and advice on the transaction terms pertaining to the local target. Advising Dr. Grigoras, a medical services provider in Western Romania, on a complex transaction involving the sale of three medical centres to the private healthcare clinics operator Regina Maria. Services included assistance with respect to the transaction documents and in the negotiations with the buyer. Advising Carrefour Romania implement a Farming Cooperative, Cooperativa Agricola Carrefour Varasti, the first of its kind founded by a retailer in Romania and in the region. The team covered the corporate and commercial aspects of the project, drafting of incorporation documents, conducting negotiations with local farmers etc, as well as its competition/antitrust issues and continues to advise the client on further project developments. Performed an in-depth legal due-diligence exercise for Fortuna Entertainment Group

Corporate M&A

NV: advising Fortuna Romania in connection with the acquisition of Hattrick Bet, the operator of the bet shops branded “Casa Pariurilor” and assisted in the structuring of the transaction and, respectively, the drafting and negotiation of the transaction documents. Advising Interbrands Marketing and Distribution on acquiring full ownership in Europharm Distribution from the British company GlaxoSmithKline (GSK), covering the full range of corporate and commercial, M&A, as well as competition aspects of the transaction. Specialist lawyers: Silvana Ivan, Razvan Gheorghiu-Testa, Cristian Radu.

VOICU & FILIPESCU SCA

Assisted the majority shareholders of Banca Carpatica in the process of selling a part of their stake and attracting a new investor; rendered services included legal assistance in the discussions with interested investors, entering into documents transactions with two selected investors and in the final sale to Nextebank. Assisted the seller, the shareholder and founder the multidisciplinary private clinic Doctor Luca, in the sale of his participation to Medicover, one of the most important private medical services providers active in Romania, as part of the buyer’s expansion plans on the local market. 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. (ongoing) Assisted a company member of a major German based telecommunications group, providing professional and administrative HR services to the group on a variety of legal matters in connection with the client’s day-to-day business activity, including employment matters, data privacy and contracts. Also supported the client in reviewing its performance appraisal procedures and policy on a company level. Assistance to one of the leaders in consumer’s research on the acquisition by the client of the majority stake in a market research and stock visibility company, as well as on implementing the relevant corporate changes following said acquisition. Specialist lawyers: Dumitru Rusu, Roxana Negutu, Raluca Mihai. 50

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Advising Amundi for the acquisition of Pioneer Investments by Amundi from UniCredit for an all-cash consideration of €3.5 billion. Wolf Theiss has a leading CEE financial services practice and advised on regulatory compliance and filings and legal due diligence of the Pioneer Investment businesses in Bulgaria, Hungary, Romania and the Slovak Republic. Referring to Romania, a notable deal in 2016 is the closing of the transaction in which we assisted GlaxoSmithKline in the sale of Europharm Holding to Interbrands Marketing & Distribution, a sophisticated transaction, which was completed after almost 2 years of discussions and which involved the drafting and amendment of a particularly large set of transactional documents. The transaction actually received the GSK general counsel prize. Advising Filtration Group Corporation in several CEE jurisdictions on the acquisition of the industrial filtration business of MAHLE GmbH. Advising TMF Group B.V. with regard to the acquisition of UCMS (United Customer Management Services) Group EMEA Limited, a top business process outsourcing company. Assisted in the preparation of the Romanian law related transaction documents and due diligence in relation to the Romanian subsidiary, UMCS Group Romania. Assisting the Romanian entrepreneurs Becheanu Dorel Cristinel and Adina Maria Becheanu, shareholders of the pharmacy chain ARTA (which include YORK FARM, IEZER FARM, PANPHARMA MED and FASTPHARM SRL) in the sale of the pharmacies to Penta Investments. The private equity house Penta, through their portfolio pharmacy group Dr Max, entered the Romanian market with this acquisition. Specialist lawyer: Ileana Glodeanu.

ZAMFIRESCU RACOTI & PARTNERS ATTORNEYS AT LAW

Legal assistance granted to Day Group (Day Residence, Domisis Construct and Danube Capital Partners) regarding corporate law / mergers and acquisitions matters. We provided legal assistance in respect of all corporate and commercial related matters regarding the acquisition by the client, Saint Gobain Glass, of the entire share capital of Pietta Glass Working. (December 2016) Specialist lawyer: Anca Danilescu 


Which Lawyer in Romania

Banking

Banking

Local Banks Return to Calm Waters The Romanian banking system is back to its golden age of profitability, reaching a record profit of nearly RON 1.24 billion in the first quarter of 2017, while assets climbed to the peak of the last decade and the ratio of loans / deposits and the rate of non-performing loans the downward trend continued as compared to Q1 2016, according to National Bank’s statistics.

L

ast year, the banking system managed to achieve a net profit of almost RON4.3 billion (about one billion Euro), the second largest annual gain after the economic crisis. Cleaning of the portfolios and sale of a significant portion of non-performing loans as well as a more efficient operational activity, with new credit portfolios increasing, in some cases took the local banking system to be one with the highest performance in the region. The outlook for the Romanian banking system is linked to the soundness of the banking sector across Europe and investors’ trust in the development of emerging states, in the context of uncertainties related to growth at global level. At the end of 2016, the Romanian banking sector included 37 credit institutions: two banks with full or majority Romanian capital; four credit institutions with majority domestic, private capital; 23 banks with majority foreign capital and eight branches of foreign banks. According to data provided by the National Bank of Romania, about 91.3% of bank assets are held by institutions with foreign capital. The banks with Austrian capital have a market share

52


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Which Lawyer in Romania

of 33.3%, followed by the banks with French capital (13.5% market share) and those with Greek capital (10.6%). Banks employed around 55,396 persons by the end of 2016, while the number of bank outlets shrank to 5,501. The ratio of the banking sector’s total assets to GDP shrank over the last five years by 14.1% to 54.8% at the end of 2016. Financial intermediation, calculated as the ratio of non-government credit to GDP stood at 29% at the end of 2016, compared to 40% in 2010 The situation can be partially explained by the legislative initiatives with retroactive application which had the tendency to affect the financial sector stability and which affected investors’ predictability and perception. The Romanian banking sector maintained its structural stability during 2016, the level of solvency and liquidity ratios standing at an adequate level with the immediate liquidity ratio over 38%, and the solvency ratio across the banking sector at 18.33% at the end of December 2016. Maintaining the solvency ratio at more than double the minimum threshold was achieved mainly by additional capital contributions from shareholders. 2016 was, for the banking market, the first year of coming back to real operational

Banking

stages. The loan to deposit ratio reached 80%. Domestic savings went up by 60% between 2008 and 2016, i.e. up to €61 billion, shows data from the EBF. The banking sector’s assets, which stand at €86.7 billion and which show the size of the funding granted to the economy, went up a factor of 30 in the last two decades, period during which – as an example of their impact upon society – almost 500,000 individuals have benefitted from loans with property as collateral. With closed transactions of 3.5 billion €during 2015 and 2016, Romania has been the champion (NPL) sales portfolios, according to Deloitte’s annual NPL Study. The CEE region has experienced an increased interest of NPL investors and a higher bank activity due to improvement of economic conditions, coupled with an increase in provisioning following the AQR exercises in several of the CEE countries. The largest number of completed deal volumes took place in Romania (37%), followed by Hungary (24%), Poland (11%) and Slovenia (9%). In 2016, NPL investors in certain countries in CEE showed a growing interest for retail mortgage portfolios and the trend is expected to continue in 2017. Transacted corporate portfolios in CEE amounted to €4.8 billion during 2015 - 2016, whereas

Raluca Coman, Clifford Chance Badea

“Certain national legislative changes that occurred in 2016 will have an impact on the NPL market”

profitability which had been lost for a couple of years. The banking sector had a good performance throughout 2016, considering that the process of asset portfolio quality optimisation continued. The NPL rate more than halved compared to its maximum registered in 2014. The NPL rate shrank to 9.46% at the end of December 2016. For 2017, it is very likely that we will continue to witness the reduction to a single digit of the NPL rate around midyear shows a report issued by the European Banking Federation (EBF). This will be owing to actions by the banking sector to clean its balance sheets and by it giving momentum to the secondary market for selling the collateral pledged in diverse enforcement

both residential portfolios and consumer loans amounted to 1.6 billion EUR. Recent data from the National Bank of Romania (NBR) indicate a drop in non-performing loans following intense divestment activity in the past two – three years (to around 9% - higher than the desired NBR threshold of 5 – 6%, and higher also when compared to other European countries). Therefore, there is still room for NPL sales portfolios, as banks will continue to reduce their exposure to bad debt. However, the pace of future transactions remains to be seen. “Certain national legislative changes that occurred in 2016 will have an impact on the NPL market, as these have introduced a special, more restrictive regime for the

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transfer of consumer loans to entities dealing with collection of receivables, different from the regime applicable to transfer to credit institutions, the traditional financial creditors,” believes Raluca Coman, Senior Associate, Banking practice, Clifford Chance Badea. This year has started very busily, with several NPL transactions for both retail and corporate loans and this trend is likely to continue throughout 2017 as well as in 2018. “There is still a considerable amount of NPLs to be traded, as the NPL ratio in Romania remains rather high compared to other countries in the region. In fact, 2017 may be one of the busiest years for NPL transactions in terms of numbers, as several banks have already initiated the bidding procedures for their NPL portfolios. It seems, however, that banks prefer to structure their NPLs portfolios put up for sale as mid-sized portfolios in the range of hundreds of millions of EUR, as compared to the big portfolios of the past few years which even reached the upper range of 1 billion Euro,” observes Gabriela Anton, Partner at Tuca Zbarcea & Asociatii specialising in Banking & Finance. “There is, however, a significant threat to this trend, which is the tax reforms that are now being discussed at the level of the Ministry of Public Finances. The most recent legislative project foresees the limitation of deductibility for any assignment of receivables to 70% of the nominal value. That would have a huge impact on banks, and if the proposal is moved forward, certain NPL projects may be put on hold,” adds Anton. “Romania was a “leader” of the sale of NPLs in the region last year too,” says Monica Dobrescu, Partner, Musat & Asociatii. According to the information in the mass media, in 2016 the banks in Romania sold non-performing loans amounting to €1.4 billion. It is difficult to make forecasts for 2017 and even for next years, given that the transactions with portfolios of nonperforming loans have come to the attention of the tax authorities in the context where many of the banks involved in such transactions have no longer paid profit tax for many years, and the prices of debt assignment have raised question marks. Currently, the Government intends to limit the possibility of the banks to deduct their losses from the sale of non-performing loans and it remains to see the evolution of the draft ordinance which seeks to amend the Tax Code. According to this draft, the proposal is to deduct the expenses representing the value of alienated debts


Legal Opinion

Will the new prudential orientation of the National Bank of Romania for non-banking financial institutions cut the appetite for fresh investments in this sector? The recent policy change which the National Bank of Romania (“NBR”) wishes to implement starting 1 October 2017 in the non-banking financial institutions sector, will trigger a decline in the restless predilection of the relevant actors for this specific market (investors and credit institutions controlling non-banking financial institutions alike). The amendment proposals to Regulation no. 20/2009 (concerning the nonbanking financial institutions - “NBFI”) introduce a recalibration of the criteria for registration with the Special Ledger by way of enactment of the following two (2) new conditions, supplementary to those already in existence and applying independently one from another: (i) the aggregate volume of consumer credit newly granted in the last three (3) quarters exceed LEI 75,000,000 (approx. EUR 16,666,666); (ii) the monthly ratio of the effective annual interest rates (“DAE”) for the newly granted consumer credit weighed by reference to the value of each credit on the granting date exceeds whichever of the newly prescribed limits (e.g. 200% in case of consumer credits in LEI, respectively 133% in case of consumer credits granted in foreign currency or indexed at the rate of a foreign currency, having an initial maturity of up to 15 days). The satisfaction of any of these new criteria will result in the registration of the NBFIs with the Special Ledger and the extension of the prudential supervision of the NBR. At the same time, the proposed amendments establish on the NBFIs meeting these two new additional criteria, specific commitments for additional capital in line with the levels expressly prescribed by the new version of Regulation 20/2009, referring to aggregate exposures and demands in common equity. Basically, the new regulations demand supplementary capital requirements which are ten (10) times more for NBFIs granting consumer credits at interest rates in excess of the levels referred to above, compared to the current capitalisation thresholds. According to NBR, for any 100 Lei lent at a DAE in excess of the permitted levels, the NBFIs have to ensure an additional

Radu Boanta, Partner

Nicolae Ursu, Partner

capital of 67 Lei. In our view, the immediate effect of the enactment of the amendments to Regulation 20/2009 will probably be an increase in the volume of consumer credits granted by the NBFIs registered with the General Ledger at a DAE not to exceed the new levels and, at the same time, a reduction in the number of new players on this specific market. It is expected that the new amendments imposed by NBR will practically compel the NFBIs registered with the General Ledger to adopt severe changes in their business model and revaluate the lending policies, the client approach techniques and the advertising methods for the relevant financial products. At the same time, being more of a discouragement than an incentive, the new amendments may boost the loan sharks and other undesirable methods, things which go against the very rationale behind the creation of the NBFIs. From another perspective, we believe that the alignment of the requirements referring to the common equity and aggregate exposures of NBFIs to those provided for the credit institutions, will generate a repositioning of the banks in the market of the non-banking products. Accordingly, this may lead to the credit institutions regaining a portion of the lost ground in the battle with NBFIs over the credits granted to the end-users considering that the latter, according to NBR’s reports of March 2017, managed to gather 5.3% of the total consumer credits made available on the market. It is still to be seen whether the current actors in the non-banking financial field

will accept to decrease the DAE applied to the consumer credits, in compliance with the new conditions imposed by NBR in order to stay registered with the General Ledger (and, implicitly, to remain under the simple monitoring of NBR) or will prefer instead to be entered into the Special Ledger (and face the more strict supervision of NBR), continuing however to apply the high-interest consumer credits practice (of course ensuring repeatedly the supplementary equity required by the new regulations). CEE Attorneys Boanta, Gidei & Asociatii Law Firm possess a wide array of expertise in the financial services market, having been instrumental in the setting up several NBFIs in agriculture field and online crediting as well as dealing with microcredits, factoring, issuance of various instruments of guarantee and other similar products. Among other achievements, CEE Attorneys Boanta, Gidei & Asociatii Law Firm offered continuous legal assistance and advice to important NBFIs, payment institutions and e-money providers as well as to various actors in the capital markets area. CEE Attorney Boanta, Gidei & Asociatii Law Firm is member of CEE Attorneys network, an international legal practice with more than 50 lawyers in eight offices across Central and Eastern Europe, with current representation in the Czech Republic, Poland, Slovakia, Lithuania, Latvia and Romania as well as with cooperating offices in India and China. Radu Boanta, Partner Nicolae Ursu, Partner

CEE Attorneys Boanta, Gidei & Asociatii SCP 24 Sevastopol Str., Fl. 6, Office 601, Sect. 1, 010992, Bucharest +40 31 425 43 48 bucharest@ceeattorneys.com


Which Lawyer in Romania

Banking

Alexandru Ambrozie, Popovici Nitu Stoica si Asociatii

“The NPL sales should normally continue, at least at the same level, the current NPL rate still being very high”

within the limit of a threshold of 30% of the value of the alienated debts to which the value of the income gained from their alienation is added.” “The NPL sales should normally continue, at least at the same level, the current NPL rate still being very high, well above the European NPL rate of 5%,” argues Alexandru Ambrozie, Partner Popovici Nitu Stoica si Asociatii. “While in September 2015 the NPL rate was of 16%, in May 2017 the rate decreased to 9.04%, but there are numerous Romanian banks still having the NPL rate above 10%. “According to the Report of the International Monetary Fund as of May, 2017, NPLs have fallen significantly due to the NBR’s proactive efforts to reduce NPLs and encourage NPL sales and write-offs. In the context of a decreasing NPL volume, NPL transactions might level off or possibly further increase as NPL investors become more comfortable with the region,” says Daniela Milculescu, Partner, Bohalteanu & Asociatii law firm. In addition, as the existing investors in non-performing loans are familiarising with the Romanian market, their appetite could also grow. However, in spite of these reasonable economic expectations, the recent political statements and approach regarding the banks’ provisions, lack of profits and the alleged low price received for the NPLs may delay the process. “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. This trend is very much supported by the European Central Bank throughout CEE. As such, regulatory and market conditions will continue pushing for bank to finalise cleaning up NPLs. Unfortunately, as ever, there is some uncertainty from the political area,” says Matei Florea, a Partner in Schoenherr’s banking & finance practice “In 2017 the Romanian banks aim to reduce the level of non-performing loans from 10% at the end of 2016. They will aim to reduce the gap between current

level and the European NPL average ratio of about 5%. In this context, I expect to see four or five NPLs transactions this year, each worth hundreds of millions Euro in nominal value,” said Radu Dumitrescu, Partner, Deloitte Romania and responsible for Mergers & Acquisitions Transaction and Reorganization Services within the Financial Advisory department. “Corporate and retail mortgage NPLs will still be the “stars” of the transactions in CEE. We expect the market to continue its upward trend of retail mortgage NPL transactions that began in 2016,” adds Dinescu. The macroeconomic environment remained supportive to the upturn of NPL markets in the region: GDP increased in all twelve analysed countries, with an indirect positive impact on the loan repayment abilities of both retail and corporate debtors. The real estate markets also improved and Deloitte expects the positive tendency to continue in the coming period, while in the regulatory area there is a tendency to remove the obstacles in the selling process of NPLs, the latest directive of the European Central Bank stipulating comprehensive reporting in case of banks bearing with high volumes of nonperforming loans in their balance sheets. Sale of non-performing loan portfolios further increased in 2016 compared to 2014 and 2015 due to the increasing interest of NPL investors in the CEE region and the greater willingness of banks to dispose of portfolios. Although investors turned their interest towards retail mortgages as well, servicing

capacity is still a concern for many investors. Based on the more conservative expectations for 2017, NPL transaction activity will level off or have a smaller value. “Even though this upward trend may continue in 2017, we believe that such transactions will be limited in time by various rules, regulations and even by court decisions. There are signals that the Government looks to impose a limited deductibility threshold as regards the expenses with the NPL sales which will lead to a decreased appetite for such transactions,” says Radu Boanta, Partner of CEE Attorneys office in Bucharest. “While the biggest NPLs positions were closed already by most important banks, the NPLs sales will decrease and will be mostly marginal, only occasionally with transactions above €100 million,” adds Dumitru Rusu, MBA, Head of Banking & Finance and Capital markets Department, Partner with Voicu & Filipescu. The role of restructuring is likely to grow in the forthcoming years, which will help further NPL reductions. The NPL ratios in the region will be impacted by whether forborne loans can stay healthy on a long-term basis or whether they enter default again. Who are the banks sweethearts? The volume of loans to companies continued to decline in 2016 for the third consecutive year, as banks mostly financed the purchase of state-guaranteed housing, which also brought the entire increase in the volume of credit in 2016. The volume of non-government credit was RON214.6 billion at the end of 2016, about RON1.9 billion above the level in December 2015 and below the level of December 2013, according to data from the National Bank of Romania. As regards the share of private credit in GDP, the EU average was around 98% at the end of 2015, with Romania the last place in the bank credit in GDP, after Hungary by 36%. As early as 2015, household credit exceeded credit for companies in the

Dumitru Rusu, Voicu & Filipescu

“The NPLs sales will decrease and will be mostly marginal, only occasionally with transactions above 100 million Euro”

56


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Which Lawyer in Romania

balance sheet structure of banks, and in 2016 strengthened its position. Loan for non-financial firms declined by RON3.2 billion (3%) to RON101.6 billion in 2016, the lowest balance at the end of 2010. The balance of business loans decreased by 16.5% compared to the peak reached in September 2012. As a share in the economy, the credit for companies reached 13.4%, the lowest level since we have data from the NBR, compared to a weight of 20.4% at the end of 2011 and about 17.5% in 2007. With the volume of credit shaking, banks in Romania make more money than the interest rate, which is the third highest in the European Union. High incomes were reflected in the third highest return on equity in Europe for the last year. “Although the banking sector has registered a significant evolution in the past years, the prudence of the banks in relation to the provision of funds cannot be overlooked, especially with regards to supplementing the financing conditions

Banking

also financing the Romanian economy, either in standalone financings (to credit institutions or companies) or together with commercial banks but also through equity participations and other means. Although dealing with such financial institutions raises different matters from transactions with private sector entities only (including very detailed requirements in specific areas, such as environmental and social ones), they play an increasing role in the financial market and the entities financed by IFIs benefit from a higher reputation and higher chances to develop on medium/ long term,” says Raluca Coman - Senior Associate – Banking practice, Clifford Chance Badea. “Although banks acting in the Romanian market are still conservatory in their policy of financing private businesses, we expect in the following year that the trend in real estate financing (especially logistics parks and office buildings, also on the background of relocation from other European countries), food retail,

Monia Dobrescu, Musat & Asociatii

“The prudence of the banks in relation to the provision of funds cannot be overlooked,”

for the beneficiaries, the emphasis being put on the project feasibility on medium and long term, on the financial history of the beneficiary, on its position in the market (at the individual or group level) or on the possibility to establish sufficient reimbursement guarantees,” says Monia Dobrescu, Partner, Musat & Asociatii. Banking financing remains a preferred form of financing for the Romanian economy, but large and complex financing deals remain scarce due to lack of similarly large projects. Although the market appears to be dominated by bilateral or club loans, we have started seeing syndicates of banks entering into financing structures, which is a sign of a more mature market, with participants able to accommodate the requirements of more complex financing transactions. “Multilateral international finance institutions (IFIs) such as the European Bank for Reconstruction and Development and the European Investment Bank, are

energy, information and communication technology sectors, and generally services areas, will continue,” adds Coman. In our view, says Nicolae Ursu - Partner of CEE Attorneys office in Bucharest, in the last years the financing of the private businesses in Romania had experienced a re-started increase.” Even if banks do provide financing, they do it in a more cautioned and secure manner - the financial institutions make in-depth analysis on the clients’ profile, track record and historic downturns, along with seeking more guarantees. “Financing the private businesses in Romania is a complicated process, and we see that the companies are facing difficulties due to high interest and commissions, values and types of collateral guarantees or the contractual clauses of the creditor,” says Sorin Mitel, Senior Partner, Mitel & Asociatii. “ Also, we have to keep in mind that the bureaucracy and the maximum leverage allowed by the lending institution are affecting the companies. However,

58

we have noticed that financial packages have been extended to the energy, telecommunication and civil infrastructure construction, logistics, to the companies that invest in modernising and improving their production capacities,” adds Mitel. Daniela Milculescu, Partner Bohalteanu & Asociatii law firm (BSMP) also describes banks’ approach as a prudent one towards financing private businesses in Romania. “The private sector lending remained modest between January 2016 - January 2017 (about 0,9% increase, as per the Report of the International Monetary Fund as of May, 2017), banks having funded companies especially for day-to-day needs, while investment credits remain rather low as a share in the flow of newly granted loans.” As elsewhere, the banks are interested in investing in solid and safe businesses and remain cautious insofar as industries with a high degree of regulatory and/or political risk are concerned. “I am not sure the current market really supports an industry focus, but rather banks look for sound businesses (i.e. with sufficient equity and professional management) to finance irrespective the industry,” argues Matei Florea, a Partner in Schoenherr’s banking & finance practice. “Of course, retail financing has been growing on the back of consumer spending. In corporate lending there are maybe few areas that are visible now and then like EU funds co-financed projects, agribusiness, some manufacturing, the ever changing real estate financing and bits and pieces of acquisition financing. Debt restructuring and work-out remain a constant presence in today’s market.” “There are complaints from various business sectors and Romanian officials that banks should focus more on giving companies access to financing. While financing conditions have certainly improved, credit standards may still be seen as high, especially for small and medium-sized companies,” says Gabriela Anton, Partner at Tuca Zbarcea & Asociatii specialising in Banking & Finance. The sectorial approach also depends on the accessing of European programs, which have proved helpful for “disadvantaged” sectors, such as the agricultural sector. Otherwise, it is difficult to say that certain industries are favoured; the key factor when obtaining financing is the strength of the business and the cash-flow. Nonetheless, we usually find companies in the tradable sector and services industry (such as healthcare, logistics etc.) obtain access to financing


Which Lawyer in Romania

more easily than others. “2017 may be the revival year for the corporate lending, mainly because of the low interest rates, significant economic growth, good outlook and banks’ liquidities,” believes Alexandru Ambrozie, Partner, Popovici Nitu Stoica si Asociatii. “However, small and medium companies will still not be able to enjoy these good conditions because they usually cannot provide the guarantees or the business plans required/expected by the banks. Those who will be able to meet the conditions will most probably be active in one of the following industries: production, retail, agriculture and constructions,” adds Ambrozie. Access to finance is not among the pressing problems of companies, according to BNR questionnaires. Tax, fiscal unpredictability, competition, lack of demand, costs, availability of labor, regulation, payment discipline - all come before pressing problems for the 10,000 firms surveyed by the NBR. Companies are financed mainly from their own resources or from shareholders, which is not a novelty in

Banking

Radu Ropota, Clifford Chance Badea

“The Bucharest Stock Exchange (BSE) has a proactive attitude with respect to the development of the Romanian capital market”

the post-December history of Romania. If we report on these surveys, banks seem to be more interested in financing firms than firms seem to take credit. 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 European Union (EU). The share of Romanian banks’ exposure to the state is 2.5 times higher than the EU average of 9.2%, according to NBR data. Compared to the period before the financial crisis, the exposure of the banking sector to the government sector has risen

by 18% in the last decade, in line with the increase in public debt, according to the most recent report of the NBR on financial stability. Given that in the crisis years the private sector financing was almost frozen, the banks were looking for other sources of resources, and the solution found for maintaining exposures was state funding, especially since interest rates were attractive compared to assumed risks. Government securities issued in the domestic market account for about 47% of the banking sector, while the share of the population in state funding is about 1%. 

Capital Market

I

The total trading value of equities exceeded €1.5 billion on Bucharest Stock Exchange (BVB) by the end of August 2017, up by 35% as compared to the first eight months of the previous year.

nvestors bought and sold shares worth €180 million last month, which is 27% over the value posted in July 2017. As compared to August last year, the total trading value of equities surged by 85 percent. The first eight months of this year also reported a higher than before average daily trading value, as this index surged past the 9-million Euro ceiling. Therefore, the average daily trading value went up by 38 percent as compared to January-August 2016. BET, the main index of the market, which

measures the evolution of the 13 most liquid companies listed on BVB, closed the first eight months with a 13.6% increase. During the same period of time, BET-TR, the index which included the dividends paid by the companies from the BET index, grew by nearly 22 percent. “The Bucharest Stock Exchange (BSE) has a proactive attitude with respect to the development of the Romanian capital market and I hope that the results will match their efforts and consequently that we will see more issuers using the capital market

Claudia Chiper, Wolf Theiss

“The Bucharest Stock Exchange has made tremendous progress over the last years and is gaining momentum”

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as financing alternative, which, in turn, could speed up the process of obtaining the emerging market status,” says Radu Ropota, Senior Associate, Capital Markets practice, Clifford Chance Badea. “More specifically, I have noticed that, amongst others, the Bucharest Stock Exchange is involved in educational projects regarding the functioning of the capital markets such as their online platform for investors, which I find a very useful tool in raising awareness for both issuers and retail investors. In addition, from our experience, the Bucharest Stock Exchange is dealing in an efficient way with new listings and, as a general rule, the admission process goes smoothly.” “Bucharest Stock Exchange has started a while ago a process of implementing a number of structural reforms (some of them are already completed) and it has been included in the autumn 2016 on the FTSE Watch List for possible reclassification from frontier to secondary emerging market status. A number of significant transactions took place in 2016, amongst which the Medlife


Which Lawyer in Romania

IPO where NNDKP assisted Value 4 Capital, and, most likely, other companies are contemplating attracting capital through IPOs, thus increasing the potential of the Bucharest Stock Exchange,” says Alina Radu, Partner and head of Banking & Finance practice area, NNDKP. “The Romanian capital market continues to grow by two digits based on improved perception from investors on the local market, economic growth outlook and positive macroeconomic data. The local capital market has become increasingly attractive this year as the main listed companies granted higher than before dividends propelling Romania to the first place among Frontier Markets by the end of July when considering total returns, which included the price variations and the dividends paid by the main listed companies,” said Lucian Anghel, President of BVB. Foreign investors have greatly upshifted perception on Romania’s equity market, which is on the edge to be upgraded to Emerging Market status. “The share price performance of Romanian listed companies has been outstanding, as witnessed by the MSCI’s Romania Total Return index which jumped more than 150% over the last 5 years in USD terms. Thanks to a very strong economic recovery and a booming private pension fund system more and more companies started to list on the BVB,” said Carsten Hesse, EME Equity Strategist at the German investment bank Berenberg. “The Bucharest Stock Exchange has made tremendous progress over the last years and is gaining momentum. However, there is still more work to be done in order to achieve a level o development that would allow companies to rely on this market when raising funds,” says Claudia Chiper, Counsel, Coordinator of Banking&Finance practice, Wolf Theiss. “The activity of the BSE is in short, at least ambitious says Razvan Stoicescu, Partner, Musat & Asociatii. “Although reduced in number, during 2016 the Bucharest Stock Exchange hosted a series of notable transactions, such as the sale of 5.8% of Romgaz, the redemption offer for 5% of the

Banking

Daniela Milculescu, Bohalteanu & Asociatii

“Lately, the activity of the Bucharest Stock Exchange increased, in the context of several IPOs of private companies”

shares of Proprietatea Fund or the Medlife initial public offer. Moreover, according to the decision of FTSE Russell, also following the efforts of the Stock Exchange, Romania has been included in the list of the countries which present a substantial potential to pass to the status of emerging market in a short or medium time horizon. All these are important elements for the local capital market and create the premises for significant increases in time.” Radu Boanta, Partner of CEE Attorneys office in Bucharest: “There is a certain progress generated especially by the increased interest in the AeRO market and the clarification of the status of companies listed on the former Rasdaq and Unlisted markets. However, there is a sheer need to raise awareness in this sector for persons not having the adequate culture, knowledge and/or belief to enter into such deals. BSE has seasoned personnel and management and the watchdog (ASF) seems to ensure a better equilibrium and fair treatment to all actors involved in this filed; still, there are too few investors as well as too few businessmen who understand the true dimension and financing potential of the stock exchange markets.” Is the Bucharest BSE a viable alternative for attracting capital through IPOs? The listing of Digi Communications and AAGES places Romania second in Central and Eastern Europe (CEE) by the number of initial public offerings (IPO) after the Warsaw capital market, the Bucharest Stock Exchange said in a release. “The Bucharest Stock Exchange is second in the Central and Eastern European Alina Stancu Birsan, PeliFilip

“The Digi deal shows that there is no real cap on the amount which can be attracted for a BSE listing”

61

capital market where initial public offerings (IPO) have been successfully concluded in the second quarter of this year, for a cumulative amount of over 208 million euro. The Warsaw Stock Exchange is on the first position with six IPOs with an aggregate amount of €542 million, followed by the Bucharest Stock Exchange with two offerings - Digi Communications and AAGES, as per IPO Watch Europe Q2 2017” shows a survey conducted by PricewaterhouseCoopers. A total of 103 IPOs unfolded in Europe in Q2 for an average amount of 215 million euro. The Digi Communications IPO of 207 million euro is close to the European IPO average of this period. The evolution of the Bucharest Stock Exchange in the first six months of 2017, considered in a regional context, reflects the progressively increasing market dynamics and openness of Romanian companies to listing. We obviously have to deal with a process. Over the next half of the year, a new issuer will probably enter trading. This evolution reflects the gradual maturing of the capital market and a change in optics from the perspective of both companies and investors. At the same time, we draw the attention of entrepreneurs not to miss this unique opportunity of financing via the capital market and thus acquire a new business dimension, said BVB CEO Ludwik Sobolewski. Digi Communications (DIGI ticker), a major provider of telecommunication services in Romania and Hungary, entered BVB trading on May 16, 2017, following the successful completion of the largest IPO launched by a private company on the Romanian capital market, worth over RON944 million (207 million euro). AAGES (ticker AAG), a company that designs and manufactures induction heating systems for a wide range of applications, entered BVB trading on June 19, 2017, following an offering whereby the shareholders sold 15 pct of the company for RON5.49 million (€1.2 million). “Lately, the activity of the Bucharest Stock Exchange increased, in the context


Which Lawyer in Romania

of several IPOs of private companies. Bucharest Stock Exchange registered in this half-year a liquidity improvement, being on the second place in Central and Eastern Europe by the number of IPOs. This shows that the market is now more structured and also the IPO pipeline looks good as it seems some other private companies are considering listing on the BSE in the near future,” says Daniela Milculescu, Partner Bohalteanu & Asociatii law firm (BSMP) “The educational process initiated by the Bucharest Stock Exchange, coupled with the measures taken by the Financial Supervisory Authority under their STEAM Plan (including with respect to setting up a clear legal framework for the alternative trading system – AeRO), the measures adopted or being prepared under the Capital Markets Union Plan at the level of the EU make it easier and less costly for companies, including small and medium enterprises to access financing through the capital markets and we hope this will be an incentive for future issuers,” says Radu Ropota - Senior Associate – Capital Markets practice, Clifford Chance Badea The Romanian companies have just recently started to consider again obtaining funding through the capital market as an alternative to bank loans, once they have seen that large and well-known companies succeeded. And of course, the rather recent created AeRO market helped the small and medium companies. “2016 proved that Bucharest BSE is a viable alternative for attracting capital; the total value of new offerings of shares and bonds was of RON2 billion and most of the offers were oversubscribed. 2017 is also a year of records. In June 2017, the BSE registered the fastest IPO in

Banking

Marius Nita, Pachiu & Associates

“One of the biggest challenges for the Romanian capital market has always been the undervaluation of the assets”

its history, an IPO which was oversubscribed in the first two days,” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica si Asociatii. “The Digi deal shows that there is no real cap on the amount which can be attracted for a BSE listing (or, to be more accurate, the cap is higher than what the Romanian economy can currently produce in terms of selling opportunities) says Alina Stancu Birsan, Partner PeliFilip. She adds: “there are still issues – such as, for instance, the fiscal registration of foreign investors, but the reality is that this market has come a very long way in the past few years and it would be a shame to focus on the negatives when there is such a nice, positive story to share.” Razvan Stoicescu, Partner, Musat & Asociatii has a more conservative approach to the evolution of th eBSE: “Unfortunately, judging by the relatively low number of IPOs in the last years (also including here the privatisations made by the Romanian State), it would seem that the answer may be at most neutral. In substance, even if the Stock Exchange provides the entire support necessary to those interested, and ASF has promoted a special legislative package for the issuers in order to encourage the capital market once more, the appetite for listing

still seems to be temperate. In our opinion, this circumstance is due neither to the Stock Exchange, nor to the lack of a legislative framework, but to the particularities of our market which, by its reduced size, seems to have difficulties in absorbing a large volume of titles (capital or credit titles) following such IPOs. So, the challenges of the Stock Exchange remain two, namely to continue to attract important issuers and to gain more investors (including by acquiring the status of emerging market).” Silvana Ivan, Partner at Tuca Zbarcea & Asociatii and Head of the firm’s Capital Markets practice group says that the main challenge is the market’s limited visibility to international investors; also, most of the regular market trades concern the same and rather limited number of issuers, with quite a few companies in idle positions as regards trade volume. “As regards the specific challenges of the local market, one of the biggest challenges for the Romanian capital market has always been the undervaluation of the assets,” says Marius Nita, Senior Associate, Pachiu & Associates. Also, other important challenges are the lack of liquidity (although such has been improved lately) and the lack of variety of issuers,” adds Nita. 

Most representative projects BIRIS GORAN SPARL

Legal advisor to Adval Asset Management, an independent Romanian property management group, as regards the restructuring of loans granted by Bank of Cyprus to Romanian subsidiary of Adval Asset Management (Cascade Offices) and further refinancing from Banca Transilvania. Legal advisor to Curitiba SRL, Romanian real estate investor and developer, in its capacity as borrower, with respect to negotiation and signing of loan and security documentation and fulfilment of conditions precedent with Libra Internet

Bank SA, as lender, for the purpose of further financial investment. Legal adviser to AdamAmerica, as regards the refinancing/assignment of shareholder loans and additional costs from Libra Internet Bank SA, in the context of acquisition, via a share deal, of Construdava (owned by Degi Construdava SRL, the target), an 9,400 sqm office building on the Pipera-Tunari road in Voluntari, Ilfov County, from seller Commerzbank AG. Legal advisor to AdamAmerica, as regards the refinancing of shareholder loans and additional costs from Libra Internet Bank

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SA, in the context of acquisition (share deal) and financing of Phoenix Tower, owned by Degi PGV Tower SRL (target), a 10,000 sqm office building in the Vitan district of Bucharest, from majority seller Commerzbank AG. Advised Comfert, a Romanian group of companies in agricultural business, as regards the restructuring of various loans granted by 7 Romanian and foreign banks (Banca Comerciala Romana SA, BRDGroupe Société Générale SA, BROM, Exim, etc) in the context of the sale of the group of companies to Origin, PLC. Specialist lawyer: Christian Mindru.


Which Lawyer in Romania

BOHALTEANU SI ASOCIATII

Assisted Banca Transilvania, the second largest Romanian bank, Banca Transilvania is one of the most trusted banking brands in the country and one of the largest companies controlled by Romanian investors, in a cross-border mandate, on its options under a software agreement. Advised ING Bank Romania, the Romanian arm of Dutch banking giant ING. on the implementation of a major consumer finance project. Are assisting ERSTE Group Bank, one of the major financial services providers in Central and Eastern Europe, with the prolongation of a credit facility, the amendment of existing security documentation related to a substantial credit facility granted for an office building, providing a legal opinion on the validity and enforceability of the amended credit facility and on related security documentation. Advised UniCredit Bank Austria, the Austrian arm of one of the largest banks in Europe. on its financing for the acquisition of a real estate asset by a major European real estate group. Assisted with: Romanian law issues pertaining to the facility agreement governed by Austrian law; preparation of a complex set of security documents governed by Romanian law and drafting of a legal opinion on the validity and enforceability of the security package and on the capacity of the borrower. Specialist lawyer: Daniela Milculescu.

BOGARU, BRAUN NOVIELLO SI ASOCIATII

Advising international bank in respect of its proposed purchase of a securities firm in Romania. Acting for a Romanian company in relation to the raising of capital from a recognized international stock exchange. Acting for a major international bank in Romania in relation to electronic banking procedures. Acting for a major international company in the field of telecommunications in relation to vendor financing agreements and subsequent documentation. Approving banking facility agreement and letter in respect of loan to major property development company.

BONDOC SI ASOCIATII

Assisted Mid Europa Partners in connection with the financing of the acquisition by the private equity fund of the Profi Rom Food retail chain in one of the biggest

Banking

acquisitions on the Romanian market in 2016. Assisted Stabilus SA in connection with the financing of the acquisition of four companies from Kaydon Corporation and Kaydon Europa B.V. Assisted Fondul Proprietatea in connection with the accessing of a new facility agreement of up to RON 1 billion from BRD Groupe Societe Generale. Assisted Global City Business Park, a Romanian subsidiary of the investment fund Global Finance, in connection with the restructuring of a syndicated facility granted in view of the construction of an office building. Assisted Raiffeisen Bank International AG in connection with the restructuring of an existing financing granted to EnergoBit Group.

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII

Assisted Olympian Parks Group, one of the largest industrial parks networks in Romania, with financing of its business expansion having a value of up to €34 million. Coordinate a multi-jurisdiction team for this financing (Romania, UK, Netherlands, Cyprus) and provide legal assistance for reviewing and negotiating of all financing and related securities documents. Likewise, our law firm acts as leading advisor for completing all post-refinancing conditions, involving a series of fields - real estate, regulatory, corporate and financial. Assisted Semtop Group, a player on the Romanian active in agriculture market, with the incorporation and authorisation with the National Bank of Romania of a nonbanking institution. Provided the Grouup with advise and assisted in preparing the corporate, financing and regulatory documentation, including internal policies and procedures of the non-banking institution namely Semtop IFN SA. Advised Bravo Europe (the Romanian subsidiary of Emsa Capital) for financing the working capital and investment program for further development with a total value of approx.. €5 million. Legal assistance consisted from the negotiation of financing and security documentation with the crediting institution (e.g. credit agreements, securities, and corporate documents), the implementation of all financing conditions, and the assistance during registration of the security documentation with the Electronic Collaterals Archive and the Land Registry. Provides legal assistance to Affinity Transport Solutions, dynamic providers

63

of transport support services - specialized in supply of DKV Card, in relation to nonbanking financial institutions and payment institutions matters. Assistance covered preparing the legal advice on the above matters, as well successful representation of the client before the National Bank of Romania for safeguarding client’s interests. Rendered legal assistance to HL 1, Spanish real estate developer, for refinancing the current loan facilities, as well as for financing working capital and investment program for further development, total value of financing being €8 million. Legal assistance consisted from the negotiation of all financing documents with the financial institution (e.g. credit agreements, securities, corporate documents), as well as implementation of all financing documents through registration with the Electronic Collaterals Archive and the Land Registry. Specialist lawyers: Sergiu Gidei, Nicolae Ursu, Radu Boanta.

CLIFFORD CHANCE BADEA

Romanian law advisory to Citigroup and Deutsche Bank (as Joint Global Coordinators), and BT Capital Partners SA, BRD - Groupe Societe Generale SA, Societe Generale SA, Raiffeisen Bank SA and Wood & Company Financial Services (as bookrunners) in relation to the Digi Communications NV public offering and admission of shares to trading on the Regulated Spot Market of BSE (May 2017). Advising Globalworth, an AIM listed real estate company with a primary focus on Romania and a €1.1 billion portoflio, in relation to the €550 million corporate bonds listing on the Bucharest Stock Exchange (BSE) – the largest such issue in BSE’s history (July 2017). Advising UniCredit Bank in relation to the RON610 million corporate bonds issue successfully launched in July 2017, as part of a program aimed at diversifying financing resources and extending client database. Advising Barclays Bank PLC, Citigroup Global Markets Limited, Erste Group Bank AG, Société Générale and ING Bank NV in relation to the €1.75 billion Eurobonds issue by Romania (acting through its Ministry of Public Finance) under the global MTN programe, in two stages: new issue of €1 billion notes due 2027; and tap issue of €750 million notes due 2035 launched in October 2015 (April 2017). Advised on all sovereign deals so far in Romania. A cross practice multijurisdictional team lead by Clifford Chance Badea advised


PIATRAONLINE launches the Exhibition Pavilion, the largest outdoor space from Romania, with more than 300 types of natural stones, for your interior and exterior design projects

Starting with September 21, 2017, as a part of the 10th anniversary campaign, PIATRAONLINE enlarges its showroom with a new inspirational universe under the concept of an Exhibition Pavilion. The Exhibition Pavilion has an area of 800 square meters and over 300 types of natural stone. The new concept space is designed as a complete experience that reveals various stories and personalities of the stones, because it is not enough to see and touch the natural stone, you must understand what the stone can become. Marble, granite, travertine, limestone or flexible slate represent 80% of PIATRAONLINE range of materials, suitable for exterior, but also for interior projects. Why an Exhibition Pavilion? • The exterior showroom is designed as an art gallery, the products are placed in different areas with four types of influences: Romanian, Colombian, Mediterranean and Modern. • The maze area was created out of stone, glass, metal and natural plants, in order to highlight a complete gardening project. • A space dedicated to exotic stones brought especially from Asia. • Ready-to-go kitchen countertops services. Thus, the largest private exhibition space in Romania dedicated to natural stone is the ideal solution for any type of residential or commercial project. Over 300 models of natural stone are connected in four inspirational areas from all over the world, offering a wide range of products, thus creating the perfect space for your needs and ideas.

Address: Aleea Teişani nr 137A, Sector 1, Bucharest Website: www.piatraonline.ro Social Media: https://www.facebook.com/PIATRAONLINE https://www.instagram.com/piatraonline/


Which Lawyer in Romania

New Europe Property Investments in its multibillion Euro CEE merger with Rockcastle. The deal – combining complimentary portfolios and assets of some €6 billion - creates the largest CEE retail real estate company, and one of the top in continental Europe. The transaction involved the combination of two real estate businesses listed on 3 EU and non-EU stock exchanges (Bucharest, Johannesburg and Mauritius), with businesses and assets in 12 (EU and non-EU) jurisdictions and raised complex capital markets regulatory issues. Specialist lawyers: Daniel Badea, Madalina Rachieru, Radu Ropota, Gabriela Muresan, Yolanda GhitaBlujdescu, Cosmin Anghel, Gabriel Toma, Corina Ricman, Nadia Badea, Diana Crangasu, Radu Costin.

D&B DAVID SI BAIAS SCA

Assisted Oresa Ventures during the acquisition of La Fantana SRL and during the negotiation and closing of refinancing agreement with Raiffeisen Bank and ING Bank, for an amount of €48.6 million, aimed at refinancing previous debt of La Fantana and as working capital. The project consisted of reviewing LMA-type of financing documentation, including several security agreement, assistance during negotiations, signing and closing. Provides ongoing legal advice to Raiffeisen Leasing, with regard to various aspects of its day to day business activity, such as: extension of license to also cover operational leasing activities, commercial arrangements with tied insurance agents and insurance brokers, alternatives for taking over leasing business from a foreign subsidiary.(closed June 2016). Advised Banca Transilvania, the third ranking Romanian bank, on the possibility of centralising certain functions at the level of a group entity, by outsourcing such functions from the Bank and from other group entities in the FS sector. Extensive legal advice to SIF Banat Crisana, one of the five closed-end financial investment companies in Romania, with regard to its intention to carry out a share buy-back programe, followed by a distribution of shares to the management, for remuneration purposes. The advice covered all relevant legal implications of such operations. In addition to this, D&B assisted the client in front of the local regulator (Financial Supervision Authority), with a view to clarify the local legislation applicable to share buy-back programs. Legal advice to OMV Petrom, the largest

Banking

oil & gas company in Romania and one of the top listed companies on the Bucharest Stock Exchange, with regard to various corporate governance aspects, including the compliance with the provisions of the BSE Corporate Governance Code.(closed November 2016). Specialist lawyers: Sorin David, Ovidiu Bold.

DENTONS EUROPE TODOR SI ASOCIATII SPARL

Advising 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. Advising Fondul Proprietatea with respect to a proposed tender offer to purchase for cash up to 640,000,000 fully paid up ordinary shares of Fondul Proprietatea SA, in the form of shares and global depositary receipts (GDRs) representing such shares. The tender offer is carried out simultaneously on the Bucharest Stock Exchange (with respect to shares) and the London Stock Exchange (with respect to GDRs). Advising CPI Property Group on the financing for the acquisition of Romanian part of a 11 retail properties portfolio from CBRE Property Fund Central Europe LP and CBRE Property Fund Central and Eastern Europe. The portfolio has a total leasable area of approx. 265,000 sqm, includes six major shopping centers located in Romania (Felicia shopping center), the Czech Republic, Hungary and Poland. Advising Goldman Sachs International and Wood & Company Financial Services in their capacity as intermediaries of the tender offer issued by Fondul Proprietatea for the purchase of existing ordinary shares in share capital as well as Global Depository Receipts (GDRs). Advising Banca Comerciala Romana on a €20 million financing for the acquisition of ART Business Centre by Hili Premier Estates Romania.

GRUIA DUFAUT LAW OFFICE

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

66

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. Advised a French investor in respect of the funding means offered by the Romanian legislation for the extension of its automotive spare parts production faclities. Assisted an important international bank and its clients in recovering money stolen by computer fraud. Specialist lawyers: Dana Gruia Dufaut, Loredana Van De Waart, Cristina Bojica, Roxana Neacsu, Teodora Koletsis.

LEROY SI ASOCIATII

Advised the International Finance Corporation, the investment division of the World Bank, in connection with the initial public offering (IPO) and listing on the Bucharest Stock Exchange of MedLife SA. Advised BNP Paribas on all Romanian law matters in connection with the delivery of three bulk carrier vessels, the acquisition of which was partially financed by a $92.4 million syndicated loan facility made available by BNP Paribas and other lenders to a Greek shipping group. Drafted and issued the Romanian netting opinion related to derivatives and other financial contracts, which was submitted to ISDA and published on its website for the benefit of all ISDA members. Advising Credit Agricole Corporate and Investment Bank in the context of financing the acquisition of Supremia Grup SRL, the largest producer of spices and ingredients for the food industry in Romania, by the French company Solina France SAS. Assisted Expert Petroleum, a company specialising in resources optimization, operations restructuring and production enhancement techniques, as borrower in the process of accessing a $5 million loan from the European Bank for Reconstruction and Development (EBRD) for the purpose of investing in developing its business in Romania. Specialist lawyer: Andreea Toma, Cristina Togan.

MARAVELA | ASOCIATII

Retained by Chimcomplex, the leading Romanian chemicals producer, part of SCR, the leading industrial group with over ten industrial companies including the most efficient cogeneration plant in Europe. Advising on the acquisition of


Which Lawyer in Romania

Banking

the business aspects of Oltchim SA, one of the CEE leading chemicals producers currently undergoing insolvency and State aid investigation by the European Commission. Legal work includes due diligence, tendering process, negotiation of the transaction documents, exchanges and notifications to relevant authorities (Competition Council, European Commission, environmental agencies), post-acquisition implementation, financing. Retained to advise a large German investment group, with respect to the purported acquisition of two large buildings with the aim of developing a pioneering project in Romania. Legal advice consists of due diligence, drafting transaction related documents, assistance during negotiations and handling complex financing aspects. Forward funding is used in order to stimulate investment opportunities and structure the transaction’s development, ensuring its smooth unfolding. Advising Nova Group, fine mechanics and toothed wheels manufacturing factory, on assistance regarding complex corporate and regulatory (capital markets) matters regarding the publicly owned company. Retained to advise an important German investment & business development group on the acquisition of Jolidon, a Romanian textile producer with global presence (60 countries) undergoing insolvency proceedings, including all related financing aspects. Matter is important due to the size of the target and difficulties stemming from the transboundary acquisition of the core distressed assets. Streamlined the interests of six banks in order to stop the enforcement proceedings and subsequently acquire the debts with a view to restructure and restart the business. Specialist lawyers: Gelu Maravela, Mirela Metea, Dana Radulescu, Ioan Roman.

Assistance in negotiations related to a syndicated loan facility of over €30 million for debt refinancing. The loan was made available by three major Romanian banks led by ING Bank NV. Advised the client on complex real estate and corporate matters associated with this project. Assistance for the successful closing of the refinanced debt, as well as the review and negotiation of personal guarantees and asset collaterals securing the syndicated loan. Strong legal input on several matters related to the implementation of this financing, including the gradual release of asset collaterals. Assistance for IG Watteeuw International in relation to a €210 million syndicated term loan facility granted by Belgian lenders KBC Bank NV, ING Belgium NV and BNP Paribas Fortis NV to IG Watteeuw International NV and other group companies (completion date: October 2016). Work included the review of the facility documentation from a local law perspective and the review of security documents governed by local law. Involved in drafting the relevant corporate approvals for the transaction and assisted the client in drafting all documents and completing all actions required as conditions precedent. Assisted Happy Tour in relation to the restructuring of a credit facility granted by BCR Erste Bank and in relation to a new working capital facility granted by Banca Transilvania. Review and negotiation of the credit facility and mortgage agreements. Legal assistance for TUD Business Consulting in connection with the financing by the European Investment Bank of the thermal rehabilitation of housing buildings located in Bucharest. Specialist lawyers: Sorin Mitel, Madalina Paisa.

SCA MITEL & ASOCIATII

Acted as legal counsel for DZ BANK AG, Germany, being considered the central institution of the cooperative banks in Germany, in connection with securing a multimillion facility granted to Kathrein group, one of the most important players worldwide in communication technologies, for the purpose of refinancing an existing facility. Secured the bank’s position at the highest extent possible, considering the guarantee agreement entered by the Romanian affiliate as guarantor. Besides reviewing and dealing with the CPs related documentation, was requested to confirm the capacity of the Romanian guarantor to enter into and be bound by the guarantee agreement by way of a

Advising Arabesque on complex finance projects, including bilateral and syndicated loans, corporate individual or group financing, refinancing of existing debt and finance leases of over €100 million. Assistance to structure, negotiate and implement finance projects, whereas law firm’s expertise in the field is perfectly combined with an in-depth knowledge of client’s business. We are continuously involved in drafting and negotiating loan documentation packages, including security documents. Also assist our client in negotiations for obtaining various banking products and services (other than credit facilities) for business development.

MUSAT & ASOCIATII SPARL

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legal opinion. At the end of 2016, an amendment and restatement of the facility agreement has been agreed upon, for which purpose the team was requested to continue to provide legal assistance to the bank. Besides the general legal advice on the implementation of the parties’ understanding through appropriate documentation, observing however Romanian law requirements, legal work included the review of the guarantee confirmation agreement governed by German law, taking into consideration the Romanian nationality of the guarantor, the review of the required local CP documents in connection with the amendment process, as well as issuing a capacity legal opinion in respect of the Romanian guarantor. Very recently, for the third time have been approached by DZ Bank for a number of new amendments to the facility agreement and loan documentation which will become required over the next weeks/ months. The financing transaction itself had a number of particularities, linked to the complexity of the group structure and certain issues concerning the directors’ liability. Advised CIECH SA, one of the largest firms in the chemical sector in Europe, on matters pertaining to a approx. €370 million bank credit facility financing for Ciech SA to refinance its existing debt, consisting of high yield bonds, with a value of €245 million, and revolving credit facilities and financing of working capital needs. The deal required part of the transaction documentation for the debt to be refinanced, to be maintained, while ensuring an equal ranking for creditors now coming in. Counsel to the deal had therefore to review existing documentation, and ensure the new transaction structure is compatible with it. The financing work also included a bonds issue leg involving Clifford Chance for the banks, with the preparation of the relevant documentation, offering memorandum, purchase agreement, indenture, which was however dropped by the client in favour of a refinancing by way of senior term loan. Advising the European Investment Fund (EIF) in relation with the negotiation and execution of a funding agreement with the Government of Romania. The funding agreement is aimed at addressing the market failure in the provision of finance to small and medium enterprises (SMEs) in Romania, evidenced by the ex-ante assessment for financial instruments dedicated to SMEs within the Operational Programs funded from ESI funds, carried


Pornind de la premisa că stilul vestimentar reflectă personalitatea purtătorului,

Viggo

încurajează

libera exprimare a preferințelor, respectând, totodată, dress code-ul impus de diversele situații. Prin trucuri și reguli de asortare a fiecărei piese vestimentare, consilierea pertinentă și profesionistă acordată în locațiile Viggo este esențială în construirea imaginii gentleman-ului de astăzi.

READY-TO-WEAR LA SUPERLATIV

Colecția Ready to Wear reprezintă cea mai la-ndemână manieră de actualizare a

garderobei

într-un

mod

accesibil,

prezentând avantajul unui produs care poate fi achiziționat pe loc. Pe lângă diversitate, Viggo oferă un excelent raport calitate-preț, valorificând relațiile de durată cu furnizori de renume din întreaga lume și cu cele mai apreciate fabrici de textile din Europa. Conceptul de calitate se traduce prin costumele realizate half canvas din stofă premium de la producători precum Vitale Barberis

Canonico,

Cerruti,

Dormeuil,

Fratelli Tallia Di Delfino sau Loro Piana, cu umăr napoletan, butoniere funcționale și alte detalii sartoriale, toate acestea regăsite într-un produs ready to wear gata de a fi ajustat pe măsurile purtătorului.


Which Lawyer in Romania

out by the Ministry of European Funds. The Government of Romania aims at entrusting EIF, under the funding agreement, with the creation of a fund-of-funds with the object of addressing the above mentioned market failure by facilitating access to finance and improving funding conditions for SMEs active in Romania. This transaction is sophisticated as it involves advice on matters of banking, and regulatory, public finance and use of public funds, trust law, as well as matters of state contracts and drafting and enactment proceedings related to governmental decisions. Lead legal counsel for Industrial Bank of Korea in connection with various financings pertaining to five photovoltaic projects located in three different regions of Romania. After an extensive assessment over the security documentation and the possibility of the bank to enforce some of the undertakings of the debtors/ guarantors, our current mandate includes a confirmatory due diligence process on the regulatory and energy matters (including the feasibility of the projects in the context of recent legislative changes in the renewable sector), as well as on the finance documents concluded for the development of the photovoltaic projects. Assessment is focusing on analysing the existing collaterals, the legal status of the mortgaged assets, as well as the validity of the financing documentation concluded so far, in order to identify potential flaws and related remedies. Analysing new potential lending schemes and the creation of new valid securities, while advising on potential solutions for the bank to enforce its collaterals, including the possibility to step in the projects. The project implies specific cross border matters, the legal team dealing with regulations from various countries such as Korea, China and Italy. Moreover, the project deals with complex legal matters, including various aspects newly regulated under the Romanian Civil Code for the application of which the regulatory infrastructure has not yet been established. Specialist lawyers: Monia Dobrescu, Mona Musat, Razvan Stoicescu, Alina Solschi, Anca Simeria, Adrian Danciu,Vlad Cordea, Alina Solschi.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to a syndicate of banks in a €24 million financing granted to a paper company from Romania. A complex transaction which involved re-financing and re-adjusting the debt configuration

Banking

of the paper company on new and more flexible terms, basically re-shaping bilateral loan agreements into a more complex and “user friendly” club financing. Assistance to a major Portuguese trade center and its group in connection with the €73 million financing for the development of a shopping center in Bucharest – one of the largest shopping centers in the region. Assisted the client on adjusting and tailoring documentation standards, including the Schedules of the ISDA Master Agreements, to features of the new market environment and to correlating the financing documentation to the specific nature of contractual arrangements with key counterparties involved in the project, as well as contractual and corporate arrangements between the shareholders. Assistance to Romania’s largest local bank in connection with a €27 million project financing of an important Romanian operator in the Port of Constanta. Assisted the client on all Romanian matters concerning the transaction, including structuring and drafting of complex finance and security documents. Assistance to a private equity fund focused on investments in mid-market Central European companies in connection with all legal components of the process of divesting its equity holding in MedLife, the leading healthcare service provider in Romania, by way of an IPO. Assistance to one of the most active Romanian real estate investment companies in connection with a €180 million bond issuance for financing and refinancing strategic developments of the group. Specialist lawyers: Manuela Nestor, Alina Radu, Valentin Voinescu.

NOERR

Advised The Royal Bank of Scotland on financing of Beck & Pollitzer group, a company group providing engineering services to manufacturing and industrial sectors. Assisted in security structuring, security agency issues, preparation of security documents, legal opinion on Hungarian, Romanian and Polish law. Advised a major insurance company on 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. Legal advice for a credit institution licensed by the Bundesanstalt für Finanzdienstleistungsaufsicht in Germany and the European Central Bank and

72

regulated by the Central Bank of Ireland for conduct of business rules related to banking regulatory and civil law matters in Czech Republic, Hungary, Poland and Romania The comprehensive legal advice included structuring of the business/products and operations, banking and financial regulatory, consumer protection, personal data protection, anti-money laundering. Offered legal assistance to a big German investment banking in connection with the restructuring of a financing facility amounting to €168 million granted to 21 jointly and severally liable borrowers, subsidiaries of an important European investment fund located in four CEE jurisdictions, amongst which three Romanian companies. In connection with the above mentioned transaction we were responsible for the review of the restated loan agreement (from the perspective of the Romanian law), the drafting of the security agreements, ensuring the compliance of the finance documents with Romanian law, issuing the Legal Opinion and related checking of the CP fulfilment status and of the Css. Acted as lead counsel in a multijurisdictional cross-border project for the purpose of assessing the legal implications and potential risks arising for a major Italian bank in connection with the offering of cash-pool products and services (zero balancing, target balancing) in 15 different jurisdictions (Belgium, China, Denmark, Finland, France, Greece, Ireland, Liechtenstein, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and Turkey). As lead counsel we have coordinated the entire project, drafted questionnaires for each jurisdiction summarizing the key topics of interest for the bank, streamlined and verified the answers provided by the local counsels, filtered and summarized the key findings and risks in a comprehensive legal survey, which serves as an internal guidebook for the bank on the provision of cross-border products in the relevant jurisdictions. In a second phase of the project, we have made the internal legal and sales department of the bank familiar with the key risks and findings of the survey. Moreover, we have thoroughly revised and updated the entire standard contract package of UniCredit on cross-border cash-pooling to be in line with the findings of the legal survey. Specialist lawyers: Magdalena Alexandra Lupoi.


Which Lawyer in Romania

PACHIU & ASSOCIATES

Assisting the leader on the Austrian financial market, in cross-border financing operations of its Romanian businesses. Provided legal assistance with respect to the compliance of foreign facility schemes with the Romanian law, the performance of due diligence of Romanian businesses and the securing of financing operations performed by the client in Romania. Assisting 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 throughout Romania, with an aggregate value of approx.€9 million. Performed a thorough due diligence on the properties and prepared the security package so as to ensure the highest level of protection in case of enforcement. Matter value: €9 million Assisted one of the largest global players in the agricultural development, farming and agricultural products industry, in the process of negotiating a revolving corporate facility of about €35 million from one of the largest Austrian banks. Assisted the first Austrian savings bank in prolonging the loans granted for financing the real estate projects located in the Northern part of Bucharest (including the relevant amendment of the collaterals by which the finance facilities were secured). Verified and confirmed through a legal opinion the legal and valid establishment of the project finance facilities worth more than €40 million. Specialist lawyers: Alexandru Lefter, Marius Nita, Remus Ene.

PELI FILIP SCA

Assisted National Bank of Greece SA in connection with the 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. Our assistance included due diligence analysis, advising on the structure of the transaction and preparation of transaction documents. Signing occurred in July 2017. Assisted Digi Communications NV, a leading regional telecommunications and media group, in connection with its initial public offering of shares and subsequent listing on the Bucharest Stock Exchange. The transaction is the largest private domestic initial public offering to take place on the Bucharest Stock Exchange and the first of a telecommunications and media company. Lead counsel on the transaction, advising the issuer on Romanian and EU law. The project ended in May 2017.

Banking

Assisted RCS&RDS SA, one of the leading media and telecommunication companies in Romania, in connection to an €350 million bonds issuance by its parent company and a syndicated financing of RON1,687 billion granted to RCS & RDS SA by multiple leading banks, including Citibank Europe Plc, Dublin, Banca Transilvania SA, BRD Groupe Société Générale SA, ING Bank NV Amsterdam, Raiffeisen Bank SA and UniCredit Bank SA This is being regarded as the largest transaction of 2016. The project completed in October 2016. Post-completion formalities have been substantially fulfilled in February 2017. Advised the Romanian Ministry of Public Finance on the continuous update of their 20 billion EMTN programe and a twotranche Eurobonds issue which attracted €1.75 billion from international markets. The EMTN programe is the largest debt capital programe by a Romanian issuer and our team was the issuer’s lead counsel on matters of Romanian law. The project is ongoing. Assisted Raiffeisen Bank SA and ING Bank NV Amsterdam, Bucharest Branch with the financing of the leveraged buyout of La Fantana SRL, a major supplier of bottled water and coffee in CEE and market leader in Romania and Serbia and the refinancing of its existing debt with Erste Group, through several term loans and revolving facilities with an aggregated value of €48,6 million. Acted as lead counsel of the lenders during the transaction and worked in close contact with several foreign counsels (i.e., English, Serbian and Cyprus) which we coordinated and supervised in the process. The transaction structure was complex and involved assistance from our side on multiple points including, amongst others, the preparation, negotiation and signing of a complex Romanian financing documentation such as an LMA based LBO facilities agreement; an LMA based intercreditor agreement; a subordination agreement; a complex security package; the release documentation with Erste Group, as well as the review and collection of various conditions precedent and subsequent, including accomplishment of the registration formalities with the relevant Romanian registries in relation to the transaction documents. Involved in the structuring of the acquisition transaction and were required to advise and assist with consolidating the financing documentation following the merger by absorption between La Fantana SRL, as absorbed company, and a special purpose vehicle, as absorbing company. Closing with respect to the initial financing occurred in June 2016, while signing of post-merger

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amendment agreements occurred in June 2017. Specialist lawyers: Alexandru Birsan, Alina Stanciu Birsan, Mirona Apostu, Rebecca Marina, Sinziana Birsan, Olga Nita, Ana Andreiana, Roxana Diaconu, Alexandra Manciulea, Alexandra Lupu, Monica Statescu, Carmen Peli, Sandra Constantin.

PETERKA&PARTNERS

Ongoing day-to-day legal advisory services to Iveco Capital Leasing IFN SA, the Romanian subsidiary of CNH Industrial group, operating financial leasing services within the automotive industry, in connection with various finance issues related to debt recovery proceedings as well as on specific requests in regulatory and compliance matters and assistance in liaisons with the relevant regulatory bodies. The value of the project envisaging various finance advice is approx. €30 million. Ongoing legal advice to the Romanian subsidiary of a highly-reputable international company providing financial services in the auto industry, in connection with all finance matters related to day-to-day activities, including, but not limited to, the revision of standard leasing agreements, structuring cross-border leasing transactions, advising on the implementation of the leasing agreements as well as negotiations with clients and legal opinions in respect of the specific leasing issues. Specialist lawyers: Cosmina Romelia Aron, Letitia Silaghi, Matei Gabriel Bibu

POPOVICI NITU STOICA SI ASOCIATII

Assisted The Governor and Company of the Bank of Ireland on the accession of the Romanian subsidiaries of an Irish company to the €400 million financing granted to the group. Advising Fabryo Corporation on the approx. €26 million financing granted by BRD and Alpha Bank. Assisted Fondul Proprietatea and Franklin Templeton on a whole array of capital markets related matters, including on the compliance with the Alternative Investment Fund Managers Directive (AIFMD). Assisted SAI Certinvest on several inspections carried out by the Financial Supervisory Authority on compliance matters. Advising BLOM Bank on numerous financings granted to companies involved in the Real Estate, Agriculture and Automotive industries. Specialist lawyers: Alexandru Ambrozie, Alexandra Niculae, Codrin Luta.


Which Lawyer in Romania

RADU SI ASOCIATII | EY LAW

Advising Premium Porc SRL in relation to the negotiations conducted with leading Romanian banks for the execution of a €57 million syndicated loan facility agreement. Advising an international financial institution in relation to the acquisition of two Romanian banks (Bancpost and Veneto Romania). Performed on behalf of the purchaser the due diligence exercise. The projects cover the following jurisdictions: Romania, Hungary, Italy and Greece. Advising an international financial institution in relation to the implementation of the refinancing of a €14,5 million loan regarding a shopping mall in Arad, Romania. Our team provided assistance for all relevant steps of the project, including the drafting of the Romanian security interest documents and registration of the security interests with the competent authorities. The project covered the following jurisdictions: Romania and Hungary. Advising an international financial institution in relation to the acquisition of a €32,9 million loan portfolio from a Romanian bank. The project covers the following jurisdictions: Romania, Hungary and Cyprus (where assistance has been provided by the local EY Law offices) Specialist lawyers: Radu Diaconu, Cristiana Ditoiu, Stefan Mantea, Cristiana Ditoiu.

RADULESCU & MUSOI ATTORNEYS AT LAW

Provided assistance to a major Romanian bank in relation to over 2,500 securities created in favour of the bank, regarding the ownership title of real estate mortgaged in favour of the bank, and in drafting legal opinions in relation to various legal matters of securities to be created in favour of the bank or with the financing structures. Assisted an important non-banking organization in taking out RON90 million financing from Raiffeisen Bank. Our work has covered all stages and legal aspects of the process. Provided assistance to an important company in the field of finance in the company’s startup and authorization by the National Bank of Romania, in drafting and revising the company’s standard contracts with clients and different providers, as well as in day-today legal matters. Also, we have assisted the company in obtaining €6 million financing from CEC Bank and €5 million financing from ING Bank. Provided assistance to an important polish company in relation to the transaction envisaged for financing of a major Romanian real estate company through a bond issuance.

Banking

Our work included drafting a red flag due diligence report on the real estates that will be mortgaged in relation to repayment of the financing, drafting the immovable mortgage agreement, registration of the securities with the Real Estate Register and the Electronic Archive for Secured Transactions. Assisted a group of companies specialized in personalized solutions for companies in economic downturn in the restructuring of several loans taken out by a client, by assessing and advising on all documentation received from the client, and by drafting and revising the assignment contract. Specialist lawyers: Roxana Musoi, Voicu Cheta, Carmen Banateanu.

REFF & ASSOCIATES SCA

Due diligence services related to the process merger process between the Bucharest Stock Exchange and Sibex - Sibiu Stock Exchange (SIBEX). The merger process between the two main Romanian market operators is a one of a kind project in the Romanian legal landscape, leading to the consolidation of the Romanian capital market. Legal assistance provided to Forte Partners, the borrower in a negotiation of a real estate development loan from UniCredit Bank SA . The transaction had a value of over €50 million and it was the largest real estate development loan on the Romanian market in 2016. Legal assistance offered to Banca Comerciala Intesa Sanpaolo Romania SA for the transfer of a secured corporate NPL portfolio with a face value aggregating €261 million to APS Holding. Legal counsel to InvestCapital Malta LTD, a subsidiary of Kruk Group, in relation to the acquisition of a corporate NPL portfolio of approx. €329 million from BRD Groupe Societe Generale (BRD-GSG). Sell-side legal assistance to one of the largest banks in Romania, in relation to an unsecured retail NPL Portfolio transaction. The work involved drafting the transaction documentation, assisting the client in negotiations with the bidders and of the overall management of the transaction in a very tight timeframe. Specialist lawyers: Andrei BurzPinzaru, Ana Atanasiu.

RTPR ALLEN & OVERY

Advised EBRD on the €102,5 million financing to Lidl Discount, member of the German Schwarz group, one of the largest and well recognised retailers in the world. . The amounts are used by the retailer for the financing of energy efficient buildings in Romania. Advised the arranging banks on a €177

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million financing for P&P Spearhead, a group engaged in the agricultural sector primarily in Central and Eastern Europe. The Mandated Lead Arrangers of the refinancing were Erste Group Bank AG, ING Bank N.V., Raiffeisen Bank Polska S.A., Bank BGŻ BNP Paribas S.A., Bank Zachodni WBK SA, a member of Santander Group, and Powszechna Kasa Oszczędności Bank Polski SA Advised Penta, the Romanian entities part of the group having as parent Fortuna Entertainment Group NV, as well as the Romanian entity part of the Hattrick group, acting as borrowers and/or guarantors under the Facility Agreement in relation to the €161.65 million financing. Further to the acquisition of the Hattrick entities, Fortuna will become the largest operator licensed for sports bets and gaming services in Central and South-Eastern Europe. Advised Raiffeisen Bank S.A. and Wood & Company Financial Services a.s., as managers on the intermediation of MedLife’s IPO, the biggest private IPO in the history of the Bucharest Stock Exchange at the time. Advised Canada Pension Plan Investment Board and funds managed by Cairn Capital on the €180 million secured bond financing agreement of Globalworth Real Estate Investments Ltd. Canada Pension Plan Investment Board (CPPIB) is a professional investment management organisation that invests the funds not needed by the Canada Pension Plan (CPP) to pay current benefits on behalf of 19 million contributors and beneficiaries. Cairn Capital is a London-based full-service credit asset management, advisory and securities restructuring firm established in 2004. Such kind of financing is innovative in Romania. The financing shall mainly be used for the purposes of financing/refinancing of one of the most important projects in Romania: Upground Towers, Bucharest One Building, Green Court A and B Buildings. Specialist lawyers: Victor Padurari, Poliana Gogu-Naum, Alexandru Retevoescu, Ianita Tui, Andreea Burtoiu, Costin Taracila, Loredana Chitu (Boeru).

SCHOENHERR SI ASOCIATII SCA

Assised Banca Comerciala Romana SA , the most important financial group in Romania, member of Erste Group, one of the largest banking groups in Central and Eastern Europe, on the largest secured corporate NPLs portfolio ever sold in Romania to date, also a landmark transaction in the CEE. The portfolio with a face value of €1.2 billion was acquired by a consortium including


Which Lawyer in Romania

Deutsche Bank, IFC and APS. Assisted Banca Comerciala Romana SA on the largest secured retail NPLs portfolio sale to date in Romania. The portfolio with a face value of €300 million was acquired by a consortium including EOS and B2 Holding. Assisted BRD Groupe Societe Generale SA (the third largest bank in Romania by assets and a member of Groupe Societe Generale, the sixth largest bank in Europe) on its first NPLs portfolio sale in Romania. This portfolio with a face value of approx. €280 million was acquired by the Polish group Kruk, the market leader of receivables management in Eastern Europe. Assisted 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 €220 million senior facility agreement with Erste Group Bank AG Vienna, UniCredit SpA Milan, Banca Comerciala Romana SA and UniCredit Bank SA Romania. Refinancing shopping malls and office centres in Iasi, Cluj and Timisoara. Assisted Raiffeisen Bank International, one of the foremost providers of corporate and investment banking services in Austria and a leading universal bank in Central and Eastern Europe, on the merger with unlisted parent Raiffeisen Zentralbank Österreich AG, representing one of the largest corporate reorganisations in the Austrian and CEE banking sector to date. Specialist lawyers: Matei Florea.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted World Class Romania with respect to the prolongation of several overdraft and capital expenditure credit facilities made available for the financing of certain new investments and acquisitions projects necessary to develop its business network, including the fulfilment of the conditions precedent required by the financing bank. Assisted Capital Financial Services SA with respect to various matters on the regulatory banking area of expertise relating to the issuance by the National Bank of Romania of an official approval regarding the envisaged amendments of its current shareholding structure. Assisted Willis Towers Watson Romania with respect to certain matters on the regulatory insurance and reinsurance area of expertise relating to the issuance by the Financial Supervisory Authority of an official approval regarding the new appointments within the Board of Directors of Willis Towers Watson Romania. Assisted private equity investment company

Banking

from Luxemburg regarding the assignment of a considerable receivable from the local subsidiary of an internaltional commercial bank owned against a legal entity under insolvency proceedings, including the fulfilment of the required conditions precedent thereto. Assisted a well-known European insurance and reinsurance company with respect to the regulatory insurance and reinsurance area of expertise relating to the applicable legal provisions pertaining to the envisaged transactions which will be performed on the Romanian insurance and reinsurance market. Specialist lawyers: Andrei Albulescu, Leontin Trifa.

STOICA & ASOCIATII

Advising and delivering legal opinions to various major local banks (Banca Comerciala Romana (BCR), Bancpost, Reiffeisen 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’s lawyers lies with their wealth of knowledge and experience in the banking sector. Having a pro-active attitude and using negotiation skills, the lawyer from the law firm 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. Assisting and representing a major Romanian bank, BRD - Groupe Societe Generale, in connection with the dispute arisen out of the alleged non-performance of various transaction orders placed on the Bucharest Stock Exchange (BVB). The law firm provided legal assistance and representation in front of the national courts, in all degrees of jurisdiction. Representing a major Romanian bank, BRD GSG SA, 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. On April 2016, Romania has adopted a law that offers the consumers in financial difficulty the possibility to be released in full from the underlying debt by handing their mortgaged property over to the lender. This law has a great impact on the legal and economic plan, with consequences especially in the

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banking system. In this regard, the law firm is representing and assisting a group of important local banks in the administrative and judicial procedures related to the Giving in Payment Law. More specifically, the contribution consisted in drafting the complaints against giving in payment notifications received from the bank’s debtors and asking the Romanian Constitutional Court to rule on the constitutionality of this law’s provisions by reference to retroactivity issues, property rights, economic freedom, access to justice and the right to defense. Specialist lawyers:Dragos Bogdan, Catalina Dicu, Valeriu Stoica.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Assisted EOS Credit Funding BL DAC with the acquisition of a secured NPL consumer portfolio of approx. 5,500 client accounts sold by BCR, for the face value of €55 million (according to public sources). Conducted the due diligence, reviewed and negotiated the entire package of the transaction documentation, oversaw the Signing and Closing and supported the post-closing implementation. The project was one of the most important transactions on the Romanian market in 2016. As a secured consumer portfolio, it involved various consumer protection issues and triggered several transaction. Provided legal advisory and support to one of the largest debt collection companies in Europe, Intrum Justitia AB, which is listed on the Stockholm Stock Exchange. Advised on all phases of a transaction involving the acquisition of Top Factoring SRL, a servicing platform, and the receivables portfolio owned by the target’s affiliates serviced by the platform. Assisted with due diligence, structuring and negotiating a complex and multifaceted agreement which essentially encompassed two distinct transactions. Assisted UniCredit Bank S.A in the sale of a large NPL portfolio (Project Triton) with a sale value of approx. €28 million, to Kredyt Inkaso. Conducted preliminary negotiations with a number of potential buyers, (all major international investment funds) and subsequently drafted, structured and negotiated the transaction documentation while fully assessing the implications under Romanian law and conducting a vendor due diligence analysis of the portfolio. Assisted Orange Money, a local subsidiary of a global telecom provider, in the implementation phase of the E-money issuance license (after having assisted the client in obtaining the license as an electronic money issuer-see Section III). Advised on the design of the processes and activities to


Which Lawyer in Romania

be carried out, from both the telecom and financial services regulation perspective; and on the KYC&AML procedures. This is the third electronic money issuer authorized on the Romanian market (and the law firm’s second project). The project was innovative as it resulted in offering a genuine platform for mobile payments and money transfers. Assisted SAI Muntenia, which is a manager of one of the largest undertakings for collective investment in Romania, and which owns assets worth over €350 million and has over 6 million shareholders. Advised on the registration process as an external AIFM (Alternative Investment Fund Manager) with the Romanian Financial Supervision Authority. This project was unique since all other major Romanian financial investment companies are selfmanaged. Consequently, this was the first time this strategy and legal process was conducted on the market. The process involved complex documentation and several rounds of discussions with the Authority. Furthermore, this project was one of the first of its kind after the entry into force of the new EU legislation on AIFMs (Directive 2011/61/EU). Specialist lawyers: Laura Toncescu, Sebastian Olteanu.

TUCA ZBARCEA & ASOCIATII

Acted for UniCredit Bank in relation to a €50 million financing granted to Forte Partners, a Romanian developer, with a view to developing the first phase of The Bridge, an office project in Bucharest. The scheme is going up in two phases on the site of a former bread factory. Advising on the refinancing of the senior loan granted to Direct One SA by Banca Comerciala Romana SA for the purpose of acquiring NetCity Telecom SRL, the sole operator of the metropolitan underground fiber optic network of Bucharest. Legal assistance services for Nextebank (currently Patria Bank) on all M&A and capital markets related issues regarding the takeover of a 54.7% stake in Banca Carpatica, a leading Romanian bank. Advising Accel Partners, a leading early- and growth-stage venture capital firm, powering a global community of entrepreneurs, on the Romanian legal issues regarding its investment into UiPath, a Romanian start-up specialized in robotic process automation. The value of the investment amounts to $30 million led by Accel and with participation from previous investors Earlybird Venture Capital, Credo Ventures and Seedcamp. Assisted BRD Groupe Societe Generale SA and Alpha Bank Romania SA, regarding € 26.5 million secured revolving and term

Banking

senior syndicated facilities granted to Fabryo Corporation SRL, the largest paints and decorative lacquers producer in Romania, for general corporate purposes. Specialist lawyers: Mihai Dudoiu, Gabriela Anton, Catalin Baiculescu, Silvana Ivan, Sorin Vladescu. Assistance to OTP Bank Romania in connection with the take-over process of Banca Romaneasca SA, subsidiary of National Bank of Greece (NBG) for obtaining the acquisition clearance from the National Bank of Romania and other banking regulatory aspects necessary to closing. Assisted a company from Cyprus, a bank under resolution, regarding the procedure of selling its majority stake in the Romanian subsidiary in connection to the warranties to be granted by the seller based on the endorsements from the local management, as well as on other Romanian regulatory aspects. We also advised the bank in renewing its D&O policy with extended run-off coverage. Assisted OTP Bank Romania, part of Hungarian group OTP, in relation to its role as Agent on a project involving $137 million secured financing obtained from a syndicate coordinated and arranged by Raiffeisen Bank International AG, at the signing and first disbursements (in December 2015), being also currently involved in the legal aspects related to the administration of the facility by the Agent. Assisted the buyer, Euroins Romania Insurance , Reinsurance SA, an insurance company part of the Bulgarian group Euroins Insurance Group EAD, in the acquisition from Piraeus Bank (the largest bank in Greece) of the non-life insurance portfolio of the insurance company ATE Insurance Romania SA and subsequently acquired the 100% ownership in said insurance company. Asssisted UniCredit Bank AG, Munchen, as Lender, in connection with the € 65.6 million credit facility for a green-field MDF factory in Romania of the Turkish Yildiz Entegre group with German ECA coverage (Euler Hermes). The team advised the lender in the review of the credit facility and issuance of the legal opinion on capacity of the Borrower (Yildiz Entegre Romania SA), validity and enforcement. Specialist lawyer: Dumitru Rusu.

33.6 million facility granted by the Lenders to Comvex SA for the development of the only grain terminal for extra-large ships at the Black Sea area with a capacity of 200,000 Tons at the 80 berth of Constanta Harbour. Our team assisted the lenders in relation to the drafting and negotiation of the finance documents and the documents underlying the State guarantee. Advising a Warsaw based investment company, Credit Value, regarding the issuance of bonds under Polish and Romanian law. The issuer is a Romanian company and the proceeds on the issuance of bonds will be used for the development of residual real estate in Bucharest. We have been working closely with our office in Warsaw in order to accommodate the requirements of both Polish and Romanian law considering that Romanian law requires that bonds to be issued by Romanian entities are issued and transferred in accordance with Romanian law rules. Advising an investment firm in relation to a potential investment in the purchase of a large non-performing loan portfolio put out for sale by one of the largest banks in Romania. We analyzed and advised the largest top 30 exposures and worked together with the client’s 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. Wolf Theiss supported the client in relation to the negotiation and comments to the draft sale and purchase agreement. Advising Raiffeisen Bank AG in relation to the € 19 million financing granted to a large group of real estate investors for the purposes of refinancing and financing of the development and operation of three logistic parks located in Deva, Pitesti and Cluj, Romania. Wolf Theiss advised on real estate matters as well as on the structuring, drafting and negotiation of the finance documents, including the hedging documentation. Assisting BCR in relation to the granting of approx.. €29,090,000 credit facilities to a Romanian borrower for the purposes of financing of a class A light industrial/logistic project located in Timis County, Romania. Wolf Theiss advised in relation to the due diligence process as well as the structuring, drafting and negotiation of the finance documents. Specialist lawyer: Claudia Chiper.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

ZAMFIRESCU RACOTI & PARTNERS ATTORNEYS AT LAW

VOICU & FILIPESCU SCA

Advising Raiffeisen Bank SA and EximBank SA (acting on its own name and on behalf of the Romanian State) in relation to a €

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Assistance for Piraeus Bank SA in relation to the restructuring/enforcement of a €42 million loan. 


Which Lawyer in Romania

Energy

Energy

Is the Race for Romania’s Energy Generation Over? Given the importance of Romania’s energy sector in the region – both in strategic and physical terms, the country is now (re)defining its role as an important regional energy hub

A

t present, we should be witnessing a shift from the traditional pillars of the energy generation to an energy sector where hydro and other renewable energies could provide the largest share of electricity and where Romania’s oil and gas deposits could register a threefold increase as a result of the new oil and gas deposits discovered in the Black Sea basin. Romania still enjoys two major advantages when it comes to its energy positioning: the abundance of natural resources and its geographic location – both make Romania much less dependent on external suppliers (compared to its neighbours) and a potential regional energy hub by itself. But how does this strategic approach translate into reality? Renewable energy ensured in 2016 about 42.29% of the national production of electricity,

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the highest share being held by the hydro energy, a report of the National Regulatory Authority for Energy (ANRE) regarding the electricity market in 2016 reveals. Therefore, the hydro energy stood at 29.88% of the country’s overall electric energy production, the wind energy was 11.07%, the photovoltaic energy 1.18%, and 0.16% was produced of biomass. The hydro energy represented the main source of producing energy on a national level, surpassing coal, that ensured 24.37% of the total. Nuclear sources represented 17.9%, gas contributed to 15.18% of the production and crude oil to 0.26% of the total. The national production of electricity in 2016 stood at 61.80 TWh, declining by 1.3% compared to the previous year. The national consumption increased by 2.08%, to 52.89 TWh. Household customers’ consumption was 10.05 TWh, increasing


Which Lawyer in Romania

by 0.42%, while the consumption in competitive regime accounted for 33.34%, increasing by 3.39%. Lawyering activity in the energy sector whitnessed a plunge specially the legislation change affecting the renewable sector. However, there are still opportunities and projects to keep lawyers busy. In the conventional energy field, in the second half of 2016 and the beginning of 2017 important transactions in the electrical power and natural gas sector were registered, such as the purchase by the Allianz Holding of 30% of the shares of E.ON Distributie Romania, the takeover of the business in Romania of the energy supplier Repower by the Swiss energy group MET or the transaction by which Enel took over from SAPE 13.6% of the shares of E-Distributie Muntenia and Enel Energie Muntenia. “Currently, the conventional energy market seems quite calm, maybe except for the recent approval of the takeover of a share of 51% of KMG International by the China Energy Company and for the natural gas sector where the public procurement procedures organized by Transgaz are ongoing and where there is also a certain effervescence in the field of licensing for natural gas supply activities,” says Razvan Stoicescu, Partner, Musat & Asociatii. “Regarding the large PPP projects started 2-3 years ago with Chinese investors or potential investors, namely the construction of the new energy group of 600 MW in the Rovinari thermal plant, the development of reactors 3 and 4 in the nuclear plant of Cernavoda or the hydro power plant with accumulation through pumping of 1200 MW CHEP Tarnita-Lapustesti, these have remained, unfortunately, in various early stages of development or selection of investors,” adds Stoicescu. In the renewable energy field, the deadline for accreditation in order to benefit from the system of green certificates expired at the end of 2016 and no new supporting scheme has been implemented so far, except for the biomass and biogas scheme, but which is applicable only to small size projects, therefore no significant investments in the field are expected. Besides, even if the amendment of Law no. 220/2008 in April this year partially counterbalanced the unfavorable effects for investors of the legislative changes of the previous years, the renewable energy field remains one with a seriously reduced yield in the past years and exposed to repeated legislative changes, therefore being less attractive

Energy

for new significant investments. “I have a comment on renewables: the potential of this area has yet to be discovered argues Sebastian Radocea, Partner at Tuca Zbarcea & Asociatii specialising in Energy. “In spite of the steps that have been taken towards improving the legislation that hindered investors from pursuing their business plans in Romania, many legal and practical constraints still severely affect ongoing renewable projects, as well as the development of new ones.” Monica Cojocaru, a Partner in Schoenherr Romania’s energy practice comments that “given the constant changes in the regulatory framework, the renewable energy sector could become appealing from a distressed M&A perspective, given the challenges industry players are currently facing and the increase in insolvency filings in this sector. The development of new renewable projects is highly unlikely, unless for a dramatic State intervention in the form of support schemes. In the context of a more positive outlook for the oil prices and demand, upstream and downstream oil & gas offers attractive value to investors.” With the dramatic drop of investments in the renewable energy, conventional energy is in the loop again, especially hydro, gas and coal believes Marta Popa, Senior Partner Voicu & Filipescu. “However, at smaller paces and levels, solar and biomass caught the investors’ attention, who are now accepting decreased rates of return of their investment. In the last 2-3 years, our office has been intensely involved in assisting clients in tender projects in the oil and gas fields, where contracting entities were, in general, large private companies active in the energy, oil and gas fields,” adds Popa. “As far as renewable energy is concerned, certain recent reliable studies published in 2017 have placed Romania out of the top 40 most attractive destinations for such category of investments, given serious curbing in the last years of the state support for renewable investments,” says Vlad Neacsu, Partner Popovici Nitu Stoica si Asociatii and adds that “in terms of conventional energy, official rhetoric is referring to certain recurring plans for investments, but reality is that promettre c’est noble, tenir c’est bourgeois: in what has become by now a tradition, such plans are simply rolled over for the next years’ agenda. The draft of National Energy Strategy for 2016 – 2030, launched in 2016 for public consultation (with shy hopes

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to be adopted eventually towards the end of 2017) refers to an aggregate figure in the region of €15 – 30 billion to respond to what was dubbed as needs for “substantial investments in the energy sector”. As to the related funds, public officials point evasively to the expectation that these may be attracted as either public/governmental or private capital, as well as via European structural funds, investment and development banks, public-private partnerships as well as following use of support schemes and sale of emissions certificates.” “Energy sector lawyering has been slowed down following the diminishing of investments in renewable energy capacities,” says Iuliana Negoita, Managing Associate Zamfirescu Racoti & Partners. “Although the legislation has been permanently improved, in the last 3 years we were requested mainly for granting advice in what regards the restructuring of existing energy projects, refinancing or rescheduling of loans. As well, the effects of a so-called energy crisis in the first months of this year were visible in our activity as we assisted energy market players in various aspects concerning the non-performance or termination of delivery contracts, insolvency related matters, and in the relation with the national regulatory authority. Given the recent enactment by the European Union of the third energy package which includes rules on the separation of energy supply and generation from the operation of transmission networks (unbundling), the independence of national energy regulators, and retail markets, we expect to see some effervescences in the energy sector. We have already been advising on regulatory aspects related to the planned European Energy Union which targets the freely flowing of energy across national borders in the EU,” adds Negoita. The 2016-2020/2030 draft Energy Strategy program is still under review for approval by the government. It was elaborated based on 5 main pillars of intervention: maintaining a balanced and diversified energy mix; natural gas infrastructure and supply; role of biomass in households heating; high-efficiency cogeneration and modernization of SACET (combined heat and power producers for central heating); increase in energy efficiency in buildings and countering energy poverty. According to the document, Romania has to achieve these goals, while enhancing its energy security and competitiveness. 


Which Lawyer in Romania

Energy

What kind of lawyering activity is the energy sector generating at the moment? SORIN MITEL, SENIOR PARTNER, MITEL & ASOCIATII We participate in a variety of projects in electricity - procurement, generation, transmission, supply and distribution and oil & gas, having advised in exploration, drilling, exploitation, transportation, distribution, refining and selling. We have also assisted our clients in their acquisition of Romanian refineries and factories, in negotiations related to the acquirement of interests in oil concession agreements and have been providing them with advice on regulatory matters and day-to-day activities. RAZVAN STOICESCU, PARTNER, MUSAT & ASOCIATII Even if the electrical power market registered a decline in the past years, especially in the context of the decrease of the interest in green energy, our Energy & Natural Resources department registered an increased volume of activity in the first half of the year due to the interest expressed by the investors in the natural gas and oil sector. Thus, especially the natural gas area currently arises the interest of many utility companies interested in obtaining authorization for carrying out the activities of selling natural gas in the context of liberalization of the price for the purchase of the natural gas from internal production since 1 April 2017. Also, the firm has obtained many mandates in which the Litigation and Competition departments, with the support of the department of Energy & Natural Resources, provide assistance and legal representation to the clients activating in the energy power supply sector with regards to various litigious matters arising either from contractual relations related to the sale of green certificates or as a result of the controls carried out and of the sanctions applied by ANRE or the Competition Council for alleged breaches of the legislation applicable to the electrical power and free competition field. VLAD CORDEA, PARTNER, MUSAT & ASOCIATII This year we continue to provide legal assistance to investors who have started large renewable energy projects in the past and who, despite the unfavorable climate and the expiry of the supporting scheme through green certificates, are in the process of implementing measures to restructure and preserve the investments made so far in the perspective of a possible future supporting scheme for the large renewable energy projects in Romania. Also,we provided assistance to large utility companies in obtaining the license for the supply of natural gas in the context of the liberalization of the price for the purchase of natural gas since 1 April 2017, and we will continue to assist them in carrying out the natural gas trading operations in a sector which is going to be one in full development and diversification. Last, but not least, as another proof of the increased attractiveness of the natural gas sector, we have recently been requested by a natural gas operator legal assistance services consisting of complex legal analyses of the legislative framework applicable in Romania, especially in the energy sector, but not only, from the perspective of the possibility and opportunity of the development by the client of significant energy projects. MARTA POPA, SENIOR PARTNER, VOICU & FILIPESCU: Energy is still a lucrative area of practice but not a major one at the moment. Lawyers working in this area are generally involved in regulatory matters, corporate or public procurement. Public procurement in the energy field generated and we expect will continue to generate significant volumes of work for our lawyers this year. We are talking about projects put to tender e.g. by OMV or Transgaz in which we assisted tenderers in their endeavors to prepare their bids to win the tenders or in the subsequent phases of the public contract performance. Also, regulatory remains a major area of concern for clients in this field and this translates into additional work for our teams.

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Legal Opinion

New legal framework for the offshore petroleum industry On 21 August 2017 the draft of the Law regarding some necessary measures for the implementation of the petroleum operations by the titleholders of petroleum agreements relating to offshore petroleum blocks (the “Offshore Law”) was posted for public consultation purposes on the website of the General Secretariat of the Government of Romania. In the last few years significant natural gas discoveries were reported by several titleholders of offshore petroleum concessions in the Romanian Black Sea. Though no commercial discoveries have been declared to date, some of the gas discoveries are now in an advanced phase of evaluation by the investors and are drawing closer to the date when a final investment decision should be taken if all required conditions were met. Other discoveries need further appraisal work while exploration operations continue on some of the blocks which may be conducive to new discoveries adding value to those already reported. From a legal perspective we note that to date the titleholders of offshore petroleum concessions have been confronted with two sets of stringent legal matters. The first set is related to the lack of a proper regulatory framework for the offshore development projects. Not only that there were almost no rules addressing the specific nature of offshore operations, but some provisions in the existing legislation were causing true “blockages” essentially preventing the materialization of any offshore development project. The second set is related to the need of securing stability of royalty and tax regime thus conferring the investors the required confidence that the economic and financial terms based on which their final investment decisions were taken would not be adversely changed for the entire project life. We note that the draft Offshore Law is attempting to address the above two sets of legal matters, though our opinion is that the second set needs further expansion and improvement in order to truly meet its purpose. With regard to the regulatory framework, the provisions of the draft Offshore Law could be divided, as follows:

Oana Ijdelea Partner a) Provisions aimed to cover “gaps” and remove “blockages” existing in the current legislation. A major portion is dedicated to the creation of the necessary legal framework enabling the issuance of the “building permit” for offshore projects seen as a whole, i.e. comprising both the offshore portion of a project but also its onshore portion, including the creation of the “right of way” over the immovable public or private property of the state or local administrative units, in the absence of which no crossing of the coastal area of the Black Sea and the carrying out of construction works in that area would be possible; and b) Provisions meant to expedite the permitting process of the projects and remove those permitting phases or requirements imposed by the existing legislation and which obviously were either impossible to satisfy or not necessary in the case of an offshore development project. We would mention here those provisions streamlining the procedure related to the preparation of the land planning documents and the special procedure envisaged for obtaining the archaeological discharge and declassification of the archaeological sites located in offshore areas. It is to be noted that the draft Offshore Law is not intended to create a regime of “special favors” applicable to the offshore titleholders and their projects, but to create a realistic legal framework which would them

to follow the required procedures by taking into account the specificity of the offshore operations and to ensure that such process could be fulfilled in a reasonable span of time and avoiding the conduct of unnecessary steps, operations or formalities. With regard to stabilization of royalties and tax regime the draft Offshore Law addresses only the issue of royalties, namely royalty rates and associated production thresholds, the stability of the fiscal regime being left outside the scope of the law. This partial approach needs to be expanded and improved in order to also encompass the stabilization of the applicable taxes and imposts and guarantee that no special, extraordinary or temporary taxes of any nature would be applicable to offshore development projects, at least for those undertaken under the petroleum agreements in effect on the date of the coming into force of the contemplated Offshore Law. Hopefully this second part of the matter of stabilization will be addressed via the proposals submitted during the public consultation process so that the final version of the draft Offshore Law to be approved by the Government in order to be sent to the Romanian Parliament would embrace both aspects, i.e. royalties and tax regime. It is clear that, should this piece of legislation be enacted in a form which follows the spirit and the final purpose envisaged by its promoter, it will not only give way to “developments for real” in the Black Sea but it will also restore the overall investors’ confidence in the Government’s ability to create the premises for business development in Romania. Oana Ijdelea Partner

4A Maresal Prezan Blvd. Park Avenue Offices, District 1 011424, Bucharest, Romania T: +40213 175 020 F: +40213 118 207 W: www.ijdelea.ro E: office@ijdelea.ro


Which Lawyer in Romania

Energy

DELIA VASILIU, PARTNER, PACHIU & ASSOCIATES Energy is one of our most lucrative practice areas. We consistently advise our energy clients on the most important issues affecting natural resources and power generation in Romania. Our activity in the energy sector consists in a constant advice on regulatory aspects, as well as on project structuring, development, construction and operation along the entire energy supply chain, including upstream, midstream and downstream oil and gas, power and renewable energy projects. At the moment, our activity is highly focused on some important legislative, regulatory and administrative changes expected to occur in the energy sector. We are actively engaged in the ongoing legislative and administrative processes taking place in several Romanian energy sub-sectors. Also, together with our clients, we are working on identifying solutions to prevent negative consequences that the expected changes might have on our energy clients’ business and operations. In terms of transactions, both the conventional and the renewable energy sectors are generating business. In the renewable energy sector, important transactions are further expected to take place by the end of this year and beginning of 2018. A notable aspect is that all main areas of the local energy industry (i.e. the upstream, midstream and downstream oil and gas sectors, conventional power and renewable energy projects) are constantly developing, in need of modernization, rehabilitation, expansion and financing, while investors are looking at all these opportunities and all of these industry sub-sectors are generating business. ALINA STANCU BIRSAN, PARTNER, PELIFILIP Yes, energy still is a lucrative area, especially for those lawyers and law firms who were able to demonstrate that they had a strong practice, which was not largely dependent on the renewable boom or some other cyclical development. In our experience, legal work in the energy field tends to be more varied. Mergers and acquisitions in the sector are not that many as they used to be a few years ago, although they continue to generate a fair amount of work. Regulatory and structuring advice continues to be a strong component, with the relevant issues under analysis becoming more sophisticated. Litigation work continues to grow, with more and more players being ready to defend or pursue the realization of their rights in court. We are advising SNN on the development of units 3 and 4 of the Cernavoda nuclear power plants and are honoured to be part of this project, which is the largest in the energy field in Romania. There continues to be activity in energy distribution as well as in oil and gas and we hope to have our fair share of such transactions. Both conventional and renewable energy projects still generate business. After the legislative changes a few years ago, the renewable sector lost its attractiveness for investors, but it was good to see that key players, including investment funds, have found other areas of the Romanian energy sector attractive enough to invest. VLAD NEACSU, PARTNER, POPOVICI NITU STOICA SI ASOCIATII As a general comment regarding the energy sector as a whole, the perception is quite prudent/less optimistic given a number of reasons spread over the last years, such as scarcity of new major private or public investment projects, lack of political will which goes hand in hand with related absence of positive influence by the administration/political factor over the local market. But outlook could be different, occasionally brighter, if measured at individual level, calibrated in consideration of the experience recorded by the few firms which succeeded to remain active in this area, due to involvement in energy related work in M&A, litigation and regulatory-related advice. Although no significant projects were started in the last 2-3 years, we continued to have a significant involvement in the energy industry, representing clients in dozens of regulatory-related litigation. MONICA COJOCARU, PARTNER, SCHOENHERR The energy sector continues to offer challenges for consultants. In the context of the recent crisis in the energy sector, which resulted in unprecedented price increase on the centralized market, followed by the insolvency of some headline market participants, as well as by court disputes and investigations by the energy watchdog, consultants specializing in energy were kept busy. As regards investments in this field, the recent divestment by OMV Petrom of its 45MW wind energy project (acquired by Transeastern) will hopefully propel investors’ confidence in this sector. Oil&Gas remains a dynamic sector, with some M&A activity in the upstream segment. Other than that, clients sought regulatory advice, in particular in the context of market players rethinking their trading strategy and approach to hedging risks. SEBASTIAN RADOCEA, PARTNER, TUCA ZBARCEA & ASOCIATII Depending on the type of activity, energy can still be a lucrative area for lawyers. Although the number of M&As in this sector has significantly dropped from the pre-crisis levels, our team has managed to secure a constant flow of work from regular clients these past few years (actors in the energy field, as well as natural resources) while also being involved in various projects which required significant experience in energy, energy efficiency, oil and gas, etc. We basically cover everything from corporate/commercial, mergers and acquisitions, regulatory, financing/capital raisings and permitting, labour and employment, taxation, environmental, antitrust, infrastructure, as well as dispute resolution arising from the energy and natural resources sectors. As regards the largest deal for our law firm, the KazMunayGas International (KMGI)–CEFC transaction should be mentioned, where our team was part of the consortium of lawyers advising the seller. Depending on the progress of future negotiations, the project for the construction of Units 3 and 4 at the Cernavoda Nuclear Power Plant may also be amongst the most important deals of the year. 

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Which Lawyer in Romania

Energy

Most representative projects BOGARU, BRAUN NOVIELLO SI ASOCIATII

Assisting an Italian company in relation to development of Romanian biomass energy facilities. This required an understanding of the relevant technology. In addition a number of issues were raised due to the project regarding its implementation. Advising central European investor in relation to Romanian photovoltaic project. This required an initial capital restructuring together with review of investment documentation and law in relation to photovoltaic construction and implementation in Romania. Advising an electricity producer concerning contractual obligations with the Romanian Electricity Regulator and Romanian electricity distributor. Advising a wind farm developer on documentation and regulations in Romania.

BOHALTEANU SI ASOCIATII

Advised ENEL E-Distributie Muntenia SA is part of Enel Group, a multinational power company and a leading operator in the power and gas markets of Europe and Latin America, with respect to the execution of certain agreements having impact on public procurement on a matter concerning the quality of electricity distribution operator, in the restructuring framework of the distribution system provided by the implementation of the Directive 2009/72/EC concerning common rules for the internal market in electricity. Legal advice included assistance during the negotiation of the agreements, amendment and review of the documentation. Advised Covi Construct 2000 SRL, a Romanian natural gas player, on the sale of the company, offering legal assistance throughout negotiations. Advised Impact Developer & Contractor S.A, a company active in real estate development and construction, with significant electricity sector interests, on its proposed transfer of electricity distribution networks to the largest Romanian distribution system operator. Advised Hareon Solar Technology, a major Chinese solar power player which has invested over €1 billion in renewable energy projects across the world, on its potential multimillion-euro acquisition of Repower Furnizare, a Romanian subsidiary of Swiss utility giant Repower, one of the largest private suppliers of electricity in the country. Advised the Romanian branch of Hareon Solar Technology, Green Vision Seven, on its negotiation of several ISDA, International Swaps and Derivatives Association,

agreements based on the sale of electricity. Specialist lawyer: Ionut Bohalteanu.

BONDOC SI ASOCIATII

Assisted MOL in connection with the regulatory aspects and the contemplated divesture of several exploitation perimeters. This was one of the very few projects of this sort executed last year. Such projects involve complex mining legislation analysis, due diligence aspects, negotiations and documentation, as well as special confidentiality measures, much of the information being state secret. Assisted a worldwide oil and gas operator on a variety of regulatory aspects related to oil permits, as well as to procedures and formalities before the regulator, and issues which were not specifically subject to particular legal provisions. 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. In this respect, that Oltchim has unique and very complex networks related to energy, also being a licensed provider to other companies of several utilities, and their transfer involves complex and numerous legal issues.

DENTONS EUROPE TODOR SI ASOCIATII SPARL

Advising Fortune Global 500 company CEFC China Energy Company in its contemplated 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. Advising Monsson Alma in the sale of its majority shareholding in a Romanian electrical equipment production company. Assisting 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.

D&B DAVID SI BAIAS SCA

During the course of 2016, involved in a project for the assistance and representation of Societatea Energetica Electrica in connection to the assessment of its internal procedures from a legal standpoint with a view to identifying any potential irregularities which may generate risks of breach of competition rules and regulations during tendering or acquisition procedures. Currently assisting Electrica with an external

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audit review on the energy balancing market with a specific focus to level of exposure of Electrica by reference to some of its contractual partners as well as with a legal assessment and review of its existing contractual framework with some of its selected contractual partners, as well as a review of the client’s existing internal risk policies and procedures.(ongoing) Ongoing legal assistance to Diamond Offshore Netherlands BV Amsterdam – Bucharest Branch on various corporate matters (change,prolongation of headquarters, etc) Ongoing legal assistance to Vantage Drilling Company (2016 and on going) on various corporate matters (share capital decrease, debt to equity swaps, share capital increase, appointment of auditors, liquidation of branch etc). Legal opinions in relation to various mattes regarding the restructuring and financing of the group loans. Alongside PwC Serbia, involved in defining the relevant product markets of NIS Serbia (Gazprom subsidiary), pinpointing dominancy and drafting a discount policy for them to implement in Serbia. Acted as competition expert in the project and provided legal advice in competition matters to NIS Serbia, coordinating a transnational team of Romanian and Serbian specialists regarding a project which involved the assessment of the market position of NIS and also the review of its discounting policies. (closed March 2017) Currently assisting Energobit (part of Innova Capital) before the Competition Council within its investigation regarding a potential infringement of national and European competition rules, by way of partitioning the Romanian markets of electricity meters and related equipment and of electricity measuring services, between 2008 - 2015. The alleged infringement refers to bid rigging tenders organised by the electricity distribution operators. The Competition Council dawn raided the headquarters of the company and seized documents in a hard-copy format, as well as hard disk devices. Assisted Energobit within the IT Forensic proceedings conducted by the Competition Council’s investigation team, provided risk assessment reports and assisted Energobit in relation to the Competition Council’s requests of information. The investigation could become the first occasion for the Romanian competition authority to show its take on the matter of joint bidding from a competition law perspective. (ongoing)


Which Lawyer in Romania

Constant support and advice to OMV Petrom on regulatory matters with impact on client’s current activity and projects in Romania. (ongoing) Specialist lawyers: Manuela Guia, Otilia Vilcu, Anda Rojanschi, Cristina Ciuca, Bianca Naghi, Lucian Bozian, Sorin David, Ana-Maria Iordache.

IJDELEA MIHAILESCU

Providing legal support to Black Sea Oil & Gas SRL, the wholly owned offshore petroleum development company of Carlyle International Energy Partners, on all regulatory, compliance, corporate, labor, and real estate matters as well as on public and governmental affairs in connection with the carry-out of Midia Gas Development Project, an offshore natural gas development project with an initial estimated value of €400 million. Assisting Black Sea Oil & Gas SRL, the wholly owned offshore petroleum development company of Carlyle International Energy Partners in relation to the performance of the ESIA process for Midia Gas Development Project, an offshore natural gas development project with an initial estimated value of €400 million. Assisting Black Sea Oil & Gas SRL, the wholly owned offshore petroleum development company of Carlyle International Energy Partners in relation to the drafting and execution of a drilling services contract and other associated contracts for offshore exploration wells and with all regulatory matters related to the permitting process for well drilling. Representing various Clients in front of the Government and relevant Ministries (as active members in the work groups established at Government level) for the purposes of providing comments to the most significant amendments of the energy related legislation and drafting legislative proposals in order to regulate certain grey areas of the Romanian legislation on matters such as regulatory, environmental and rights over real estate property. Assisting one of the first private petroleum producers in post-Communist Romania, on its exit from the Romanian market. Assisting Petro Ventures Europe BV on the intra-group transfer of a 20% interest in a concession agreement over two offshore blocks located offshore Romania.

LEROY SI ASOCIATII

Advised CEZ Romania in their endeavors to expand in the natural gas market, which has included the partial takeover of the natural gas supply activity carried out by a prominent local operator, through a client

Energy

portfolio transfer. Advised CEZ Vanzare SA in a litigation file against the Romanian Energy Regulatory Authority, by which our client sought the annulment of a fine applied by this authority. Advised Expert Petroleum in two cases concerning the change of its electricity suppliers, in a difficult context on the electricity centralized wholesale markets. Advised Engie Romania regarding the legal proceedings against the Romanian Energy Regulatory Authority. Our involvement concerns, inter alia, establishing litigation strategy, drafting litigation documents and representing the client in court. Specialist lawyers: Eleonora Udroiu, Andreea Toma.

SCA MITEL & ASOCIATII

The assistance provided to Sand Hill Petroleum includes day-to-day corporate, commercial and regulatory advice. We have assisted the client throughout the oil & gas prospecting activities successfully carried out within 5 blocks in the Transylvanian Basin. Our 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. Our recent expertise includes assistance in a farm-in project which resulted in our client acquiring interests in several petroleum concession agreements for Romanian blocks and being appointed operator of the blocks. We assisted the client in structuring and negotiating the transaction documents, including the assignment agreements, joint operating agreements, security documents and financing documents. We provided assistance in the relation with the Romanian National Agency for Mineral Resources throughout the entire transfer process. Advising Apemin Tusnad on regulatory issues for mineral water concession, permitting and exploitation. Our assistance includes negotiations with and representation before the Romanian National Authority for Mineral Resources and the National Authority for Consumer Protection. We have also provided commercial and corporate support. The cooperation with Apemin Tusnad is a prolific one because we help them promote an environmentally-conscious healthy lifestyle and get 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

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energy trade sector. Specialist lawyers: Madalina Paisa, Sorin Mitel.

MUSAT & ASOCIATII SPARL

Advising the consortium consisting of TRANSELECTRICA SA, Romanian transmission and system operator, PRYSMIAN POWERLINK SRL, world leader in the industry of high-technology cables and systems for energy and telecommunications, UniCredit TIRIAC BANK SA, Romanian subsidiary of UniCredit Group, in relation with performing feasibility studies and assessments referring to technical, commercial, financial and legal recommendations and providing strategic implementation advice pertaining to the financing and development of the 400kV submarine interconnection cable for the transmission of electricity between Romania and Turkey, envisaged to be implemented through an estimated € 520 million PPP project. Specialist lawyers: Razvan Stoicescu, Iulian Popescu, Vlad Cordea, Adrian Danciu, Andrei Ormenean.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to a subsurface-driven private oil and gas exploration and production company in connection with the drafting and negotiation of a business transfer agreement for the transfer of 19 oil & gas fields/ concession agreements from the largest oil and gas producer in Southeast Europe to our client. The assistance was focused on structuring, organizing and permitting two different lines of business: ; the acquired oil & gas business and ; an electricity business comprising generation, distribution and sale of electricity (as a secondary business). Assistance to a global market leader in the field of automotive vibration control technology in connection with the possibilities to change the interconnection solution of the plant located in an industrial park, drafting of legal opinions relating to the specific situation, taking into consideration the existing setbacks for the client due to the location of the plant. Assistance to the world’s largest public natural gas producer in connection with the analysis of recent legislative enactments relating to the obligations of gas producers to make available specific quantities of gas through centralized market platforms. Analysis of the possibility to freely market the gas through long term bilateral agreements. Assistance to the world leader in measuring and improving the flow of natural gas, electricity and water in connection with the specific legislation applicable in the electricity measurement sector, including assessment on


Which Lawyer in Romania

potential liability of a producer of electricity metering modules or the liability arising from the participation thereof in certain tender procedures with utilities companies in the field of electricity, taking into account also regulated agreements in the field. Assistance to a company that develops and manufactures automotive safety systems in connection with the interconnection to the electricity network of a manufacturing facility developed in Romania, to be used as a new primary supply line. Specialist lawyers: Gabriela Cacerea, Ruxandra Bologa, Adina ChilimDumitriu.

PACHIU & ASSOCIATES

Assisted one of the biggest global asset management firms, on permitting issues and in designing new legislation concerning the transport of natural gas from its Black Sea offshore operations. Representing a major CEE integrated oil and gas company in hundreds of law suits concerning securing rights of access to petroleum exploration blocks. Value: confidential Representing Austria’s leading electricity company and one of the largest producers of electricity from hydropower in Europe. We provided legal assistance to the client in relation to regulatory and permitting matters and related licensing procedures, in connection with the activity of the company in the electricity-trading sector, the trading of electricity and green certificates on the Romanian markets. Assisting the client, as operator of a major photovoltaic project in Romania, in relation to the structuring of the financing, regulatory aspects and contractual relationships. Specialist lawyers: Laurentiu Pachiu, Delia Vasiliu, Alexandru Lefter, Raluca Mustaciosu.

PELI FILIP

Assisting RCS & RDS in relation to its groundbreaking challenge of the existing monopoly of the power distribution companies controlled by Enel and Electrica; ; regulatory and structuring matters for energy projects involving the placing of solar panels on certain buildings and analysis of corporate structuring schemes allowing the carrying out of the power distribution activities through multiple companies authorized to this end, etc. The project is ongoing. Assisting the RWE Group since the setting up of PeliFilip in 2008. During the last 12 months, we have assisted RWE Supply & Trading in relation to various gas and power trading matters such as licensing, various

Energy

regulatory aspects (e.g. reporting obligations, the obligation to conclude certain regulated agreements, the obligation to trade gas/ power on centralised markets), contractual arrangements (e.g. on gas trading, gas balancing and gas transmission) and liaising with grid operators, the regulator and other third parties. The acquisition project started in February 2011 and the project is currently under commercial operation. We continued to assist Societatea Nationala Nuclearelectrica in relation to the potential joint venture with the Chinese company CGN with respect to the development of units 3 and 4 of the Cernavoda nuclear power plant. The assistance included assessment of public procurement and state aid matters.The project started in October 2015 and is still ongoing. Assisting one of the largest local entrepreneurs regarding the acquisition of a minority stake in a local company active on the oil sector, involving the consequential re-balancing of the shareholders’ rights - defining the means for granting the minority shareholder, being also a director of the company, with certain financial benefits, while also proposing, discussing and drafting additional protection mechanisms for our client. The project is currently ongoing. We assisted one of the largest local entrepreneurs in relation to the plans for the development and extension of a national wide chain of unattended fuel stations, through both green field developments and acquisition of existing portfolios.The project ended in November 2016. Specialist lawyers: Alina Stancu Birsan, Mihnea Sararu, Alina Ciocoiu, Sofia Lovin, Ana Maria Ghinet, Cristina Filip, Monica Statescu, Ruxandra Listea, Eliza Baias, Gianina Gavanescu, Ioana Waszkiewicz, Cristina Tudoran.

REFF & ASSOCIATES SCA

Legal assistance on regulatory matters in relation to the potential revocation of the license for the management of centralised markets of natural gas of the Romanian Commodities Exchange, due to envisaged amendments to the legal national framework. The client is currently the biggest operator of gas market, more than 99% of the centralized transactions with gas taking part on its platforms. In addition to the regulatory review of the impact of the legal amendment, the assistance included representation in front of the competent bodies, including the European Commission. The project is ongoing. Legal assistance on certain matters for

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Delgaz Grid SA, a company participating as intervener in a litigation in front of the Romanian courts started by Delalina SRL si Foto Distributie SRL, companies which are part of RCS&RDS Group, against the Romanian Government, the Ministry of Energy, three power distribution companies of Enel Group and Electrica Distributie Transilvania Nord. The object of the litigation was the cancellation of the legal provisions reserving the performance of the electricity distribution activity exclusively to the concessionaires of the public service (as natural monopoly), following the rejection by the Romanian Energy Regulatory Authority of the claimants’ requests to obtain power distribution. More specifically, the assistance involved an analysis of the current concession legal regime of the power distribution system from the perspective of a natural monopoly. Date of completion: January 2017. Legal assistance provided to the companies within the group, New Europe Porperty Investments, in connection with the obtaining of an electricity distribution license, an electricity supply license and obtaining of the confirmation right to participate to electricity markets in Romania in order to perform the activity of an electricity trader in Romania. The assistance included also regulatory advice in relation to the energy regulated activities, as well as the multiple changes occurred in the Romanian regulatory framework. As part of our assistance, we also represented the client in front of the energy regulator. The project is ongoing. Assistance regarding potential energy efficiency/emissions reduction project implemented by G2 Telemenia, one of the biggest energy producers in Romania. The assistance consisted in the presentation of the Romanian public procurement system and the energy legislation, as well as of the constraints regarding the implementation of a future project. The project is ongoing. Legal assistance provided to Limak Energy Europe EAD in connection with obtaining of the confirmation right to participate to electricity markets in Romania in order to perform the activity of an electricity trader in Romania.The assistance included regulatory advice in relation to the trading energy activity, as well as the possibility to provide energy trading activities in the context of multiple changes occurred in the Romanian regulatory framework. As part of the assistance, represented the client in front of the energy regulator. Date of completion: September 2016. Specialist lawyers:Georgiana Singurel, Anca Elena Melinte, FragaIoana Varadi, Alexandru Lascu, Catralin Chibzui.


Which Lawyer in Romania

RTPR ALLEN & OVERY

Advised Allianz Capital Partners, he in-house asset manager for alternative investments of the Allianz Group and focuses on investing into private equity, renewables and infrastructure., n the acquisition of a 30% stake in E.ON Distributie Romania, the largest electricity and gas distribution network operator in the northern part of Romania. This is Romania’s largest transaction in the energy sector in the last years and a market first. The transaction marked the first entry into the Romanian energy market of a large foreign investment fund. 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, the largest coalfired electricity producer in Romania, for the construction and operation of a 600MWh 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. Advising China Huadian Engineering, in relation to their bid in the acquisition of a majority stake in Hidro Tarnita SA, a state owned project company, has launched an international process for the selection of an international private investor which will invest in the building and operation of the Tarnita Lapustesti pumped storage hydro power plant with an installed capacity of 1000MW. Tarnita Lapustesti power plant would be the first pumped storage hydro power plant in Romania and one of the few pumped storage hydro power plants in Eastern Europe. The project gave rise to several complex issues regarding the energy regulatory framework, privatisation, state aid, grid connection, grid balancing, regulated tariffs and shareholder agreements. 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 monopoly, including by requesting the annulment of certain provisions of the relevant concession agreements. These court cases were unprecedented in Romania. Advised Electrica on the restructuring of its organisational structure and corporate

Energy

governance in line with the international best practices, after the privatisation of Electrica SA via IPO on the Bucharest Stock Exchange and on the London Stock Exchange. This is the first time a state owned company goes through such a process after the State gave up control via an IPO and also agreed to give up control over the Board of Directors, in an innovative and complex mechanism of appointment of each director. Assisted in the drafting of such rules, as well as in issuing complex corporate governance advice to Electrica, having had to address both best practices requirements for listed corporates and Romanian law particularities regarding companies in which the State still holds a significant stake. Present alongside Electrica through each corporate life step that it took following the IPO, in which we have assisted Electrica as issuer’s counsel, and we have helped in setting market precedents for GMS related documents, voting by GDR holders, as well as diverse and complex corporate legal aspects regarding the selection of candidates and appointment of a board of directors via cumulative voting. Specialist lawyers: Mihai Ristici, Alina Stavaru, Victor Padurari, Cosmin Tilea, Valentin Berea, Razvan Nanescu, Loredana Chitu (Boeru), Victor Rusu.

SCHOENHERR SI ASOCIATII SCA

Assisted OMV Aktiengesellschaft, an international, integrated oil and gas company, shareholder of OMV Petrom, the largest manufacturer of oil and gas in the South Eastern Europe, on the sale by OMV Petrom of 100% of the Romanian company OMV Petrom Wind Power SRL – a wholly owned subsidiary of the client – which operates a 45 MW wind power plant in Romania, Constanta County, to Transeastern Power, a Canadian listed company that owns and operates a portfolio of renewable projects. Assisted a major energy company in finalizing an arbitration case under ICC rules. Specialist lawyer:Markus Piuk.

TUCA ZBARCEA & ASOCIATII

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, regulatory/ compliance, corporate, M&A and postprivatisation, PPP and procurement, as well as dispute resolution matters pertaining to client’s operations on the local market. Assistance in the sale of a 51% stake

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held by KazMunayGas in its subsidiary, KazMunayGas International NV, to China Energy Company Limited. Assisting an energy saving company producing heating and electric power by mean of high efficiency cogeneration in relation to the implementation of cogeneration units in a Romanian municipality. Assisting an energy company in the implementation of a business model tailored for renewable energy producers. Specialist lawyers: Sorin Vladescu, Irina Moinescu, Stefan Damian, Horia Ispas, Sebastian Radocea.

VOICU & FILIPESCU SCA

Assisted Baker Hughes International in two distinct public procurement procedures organized by 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. Assisted a group of companies active in energy trade and optimization of electricity consumption, part of the largest Hungarian company active in the production, distribution and sale of electricity in connection with the group’s business activity in Romania. Rendered services include regulatory, corporate matters, contracts, tax consultancy. Assisted a Polish-based group active in complex turnkey investment projects across key business sectors, such as oil and gas, energy, environmental protection, industry and infrastructure, acting as bidder, in a public procurement procedure organized by the Romanian gas transmission company for the purpose of awarding a project for the technical design of three gas compression stations in Romania, as part of a complex European gas infrastructure project for the development of a gas pipeline from Bulgaria to Austria, via Romania and Hungary (BRHA). Assisted a state-owned professional international engineering company, acting as bidder, in the tender procedure organized by the Republic of Moldova for the construction of a gas-fired power plant. Provided advice on the EPC contract to be put in place for the realization of the project, also coordinating the work of a local Moldavian law firm. 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. Specialist lawyers: Marta Popa, Raluca Mihai. 


Which Lawyer in Romania

Real Estate

Real Estate

Does Romania’s Real Estate Make a Comeback? The real estate market in Romania registered in 2016 a strong year with the fastest growth in the last years after the crisis. There is clear sign that developers have intensified their activity in all sectors of real estate, with new supply reaching record levels, registering a growth of 11% for the residential market, + 39% for shopping centres new supply, while the offices segment in Bucharest was 4 times larger than in 2015.

2016

was a strong year for the Romanian commercial property market with a continued boom in the office segment and growing investment volumes, marking a total volume of â‚Ź910 million, up from 820 million in 2015. The market not only saw a boost in the total volume of transactions, but it also registered a

qualitative shift during 2016 as shown the local real estate agency reports. According to a report published by Colliers International Romania, the structure of buyers has changed during 2016. While 2014 and 2015 investment volumes were driven primarily by large, sporadic investments, this trend started to reverse in 2016. Furthermore, new investors

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joined the Romanian market, as was the case with PPF, GIC, Logicor, while others have resumed their acquisitions in Romania: Catinvest, GTC, First Property, Smartown Investments. Colliers expects this qualitative shift to continue in 2017 as well, particularly as some transactions were postponed for this year due to some administrative delays.


Which Lawyer in Romania

2017 is presenting a series of great opportunities for the Romanian real estate market, but fear that another bubble is preparing to burst poses concern. “It’s hard to say if we are dealing again with a bubble, but we see a strong revitalisation of the real estate market especially on residential market, but also on the office market. The growth of residential market has been supported by Prima Casa program but we see signs of increase also in the upper sector. On the office side, growth is mainly driven by companies relocating as a result of the increased activities in some areas of the market, such as IT,” says Gabriel Biris, Partner at Biris Goran. “Real state estate is always a kind of bubble,” believes Ionut Dobrinescu, Partner Dobrinescu Dobrev. “Due to the tangible side of the assets, there is a lot of credit injected in real estate, therefore the prices are more or less inflated on all of the supply chain. Even when the tangible does not materialise, there is no accurate price-tag on it because in real terms the value may wildly fluctuate due to external factors.” “I think it is excessive to state that the real estate field becomes a chimera once again,” says Monia Dobrescu, Partner, Musat & Asociatii. “The year 2017, as the last years in fact, is characterised by the ascending trend of the real estate market, in close connection with the economic growth registered by Romania in the last year, but also as a result of the continuation of governmental programmes and of proposals of measures from the authorities which lead to the market stimulation.” As it was expected, some analysts warn that the residential market crosses a period similar to that prior to the financial crisis and it might face a new blockage caused by the accelerated increase of the construction costs, and, in parallel, the developers of commercial buildings work on a market which is insufficiently liquid to be able to sell the real properties built and they must have a different approach of the projects. On the other hand, it is stated that the return on investments is currently constant, which contributes to the creation of a stable and predictable environment of this market. “Moreover, we should have in view that, although we see a thaw of financing in the real estate field, the prudence of

Real Estate

Gabriel Biris, Biris Goran

“It’s hard to say if we are dealing again with a bubble, but we see a strong revitalisation of the real estate market”

the financiers who have not forgotten the tough lesson received in the context of the economic crisis can still be felt,” says Monia Dobrescu. “No, I wouldn’t say real estate is becoming a bubble again,” argues Razvan Gheorghiu-Testa, Partner at Tuca Zbarcea & Asociatii and Head of the firm’s Real Estate practice group. He adds ”the market is evolving. Business is buoyant in the office projects area, with several well-known developments. Notably, developers have started looking beyond downtown (the so-called CBD – Central Business District) and the Barbu Vacarescu area and are set to explore uncharted territory (Grozavesti, Timpuri Noi, etc.). After the major deals of the past two years, investments (i.e., office building acquisitions) seem to have reached a standstill, although there are some signs of change ahead. This year a couple of significant deals involving staple buildings in the industry will be completed. We hope that this will stir the interest of global (especially institutional) investors in the local market. Financing terms for real estate developments (irrespective of whether office, retail or logistic) have not changed significantly in the past few years – solid projects, with equity available from the investors and a comfortable level of pre-lease, can easily secure the required level of debt. In general, the beginning of 2017 was marked by investments in farmland, the development of residential and office projects and deals involving office buildings.”

Roxana Dudau, Associated Partner, Head of Real Estate & Construction at Noerr says the real estate market, in all its segments: retail, industrial, office and residential, is experiencing a new revival and a healthy growth. “In our view, investments in real estate are based on Romania’s constant economic growth and are correlated with a healthy demand, whereas the level of speculative investments in real estate is too low to lead to a bubble, at least for the time being. The most active areas are the industrial/logistics and the office markets, but residential is also keeping up and catching up,” says Dudau. “From my perspective as a legal adviser specialising in this field,” says Eva Hegedüs-Brown, a Partner in Schoenherr Romania’s real estate practice, “I can say that all real estate sectors have an attractive outlook for investors. In my experience real estate is exhibiting a healthy growth that is commensurate with the positive forecasts for the Romanian economy published by the European Commission. The main question for international investors, at the moment, is whether the political and legal framework is sufficiently predictable and stable enough to justify that investment, but that is the same everywhere and is a factor in every commercial environment. That is why the government has such an important role to play in its leadership of the economy, in building trust, reducing bureaucracy and in establishing

Roxana Dudau, Noerr

“The level of speculative investments in real estate is too low to lead to a bubble, at least for the time being”

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Which Lawyer in Romania

Real Estate

Oana Albota, Albota Law Firm

“Yes, real estate is bubbling (again!). The most attractive areas seem to be agricultural land and office / mixed use buildings”

comprehensive well drafted legislation. I do not see signs of a bubble. On the contrary, all segments of the real estate market seem to have stabilised. A bubble would exist if there were outrageous and unsustainable growth that exceeded the intrinsic value of the property. I don’t see that. “ Simona Chirica, a Partner at Schoenherr Romania adds that “another particularly vivid areas refer to the investments in logistic parks, as well as to the real estate implications of agribusiness players. Although still not saturated, the office buildings market seems to have fallen from the top-picks of real estate developers, and we have recently seen investors focusing on mixed (office and residential) projects, with an aim to better meet market demands. The residential market is still growing and it is expected to rise at least for the future 3, 4 years to come.” Colleague Silvia Opris, a Partner in Schoenherr Romania’s real estate practice observes that “the market is certainly awake, but an impact is visible of the lessons learned during the downturn. Investments are more carefully planned out, to address the market and the communities. “ “Hopefully developers have learned from their mistakes,” says Oana Albota, Partner, Albota Law Firm “the development of the real estate market has become more and more the result of a very cautious approach which in general should keep the investors far from negative outcomes.” Other lawyers share a different perspective: “Yes, real estate is bubbling (again!). The most attractive areas seem to be agricultural land and office / mixed use buildings,” believes Radu Diaconu, Associate Partner, Radu si Asociatii | Ey Law. While Valentin Creata, Partner, Popovici Nitu Stoica si Asociatii argues that the recent evolution of the real estate market in Romania brings more and more into attention the question of a real estate bubble. “It seems that

the prices have increased indeed, as the sellers keep asking for higher and higher amounts for their assets. Such situation may be perceived as similar to the pre-crisis situation occurred in 20072008, when the prices were increased without a real basis and the sellers became eager to get more money for their assets, especially for residential units and land plots. Nevertheless, the current market conditions are still to be considered different than in 20072008 and the market benefits today of some mechanisms to temper the erratic behaviour of some of its actors, mostly due to a less exposure to bank loans than during the previous crisis.” It’s not all black and white as Radu Noslacan, Senior Associate, Pachiu & Associates points out. Different segments of real estate and developments in the country should take a specific approach. “After the unprecedented fall the real estate market suffered in 2008 and 2009 during the financial crisis, the market seems to regain balance. Although real estate investments increased significantly in the last years, most economic analysts estimate that there is no threat that prices will reach the same level as before the financial crisis. However, we deem that such prospects are not fully applicable for the whole real estate market and in all areas of the country. For instance, the construction of office buildings in Bucharest has been more intensive than in other parts of the country, which has led to a significant rise in the prices and

rent of office spaces, whereas the same trend may be noticed with respect to the agricultural lands located in the western part of the country, where investments in agriculture are going up year after year,” says Noslacan. Roxana Negutu, Partner Voicu & Filipescu comments on the same lines: “there may be segments in specific cities that reach the peak; however investors already moved towards developing projects outside traditional cities. The companies expanded their activities in Romania increasing thus the purchasing power, leading to increase in retail consumption and residential purchases.“ Ioana Hategan, Managing Partner, of Timisoara based Hategan Attorneys adds that “Timisoara is in a different development stage nowadays. The city started to undergo a new phase of development in terms of shopping malls as well as office buildings and residential in the past 3-4 years. Currently it seems that around 150.000 sqm office space is under construction and several residential buildings and shopping centres as well. It is expected that these office spaces will generate a relocation of the current players in the market from current category of office spaces to premium offices spaces, as well as an interest of new players that will come to the western part of Romania as new investments. As far as Timisoara is concerned, this phase can hardly be qualified as a bubble, but future will tell what the degree of occupation of these spaces in construction will be.” Activity of the office has reached a post-crisis maximum and is estimated that it will remain at the forefront of the real estate market. Strong demand from business segments such as BPO/SSC and IT centres is at an all-time high, which translated directly into need for office spaces. The IT and BPO/SSC sectors resulted in leasing transactions of over 240,000 sqm during 2016, which accounted for approx. 65% of the

Roxana Negutu, Voicu & Filipescu

“Investors already moved towards developing projects outside traditional cities”

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Which Lawyer in Romania

total transactions on the Bucharest office market. This dynamic was also reflected in the evolution of the secondary cities in Romania: Cluj Napoca, Timisoara and Iasi. In 2016, at national level, shopping centre stock increased by 205,900 sqm GLA, a volume that corresponds to a 39% annual growth. The new stock was developed mostly in large cities, with almost half being delivered in Bucharest. Shopping centre stock reached 3,168,850 sqm GLA at year-end in Romania, including 129 developments out of which 31 in the Capital. Office market saw record-high levels of demand in 2016 with new buildings with a total of 265,000 sqm GLA being completed in the capital. Bucharest’s modern office stock reached 2.44 million sqm GLA at year-end, out of which 75% is A-class stock. Industrial sector continued on an positive trend, being witnessed further improvements in market fundamentals. There was registered a strong leasing activity and a record volume of new supply delivered at national level, while average rents saw a marginal growth. Development activity accelerated last year to a record of 400,000 sqm GLA of new speculative space completed at national level. In addition, the owneroccupied stock increased by more than 125,000 sqm of new space. An acceleration in residential activity was registered in 2016, with increases in new supply and sales, while average prices grew by 3- 10% across the main cities. Authorities continued to add a significant influence to the market through the “First House” program and changes in legislation. Residential development benefitted last year from a good market environment, including growing salaries (+12%), low interest rates (ROBOR 3-month < 1%) and increasing demand. Urban area accounted for 53% of the new units delivered last year. Almost the entire newsupplywas private-financed (98%), with the state involvement being represented by only 1,228 units developed with public financing. A positive evolution of the real estate sector depends very much on Romania’s ability to maintain current investments and attract new ones says Gabriel Biris, Partner Biris Goran.“The growth is threatened by the Government inability to create a predictable tax environment.” Silvia Opris, a Partner in Schoenherr

Real Estate

Romania’s real estate practice follows on the same lines “the lookout for the remaining part of 2017 and the next year seems to be optimistic, as far as we see. Nevertheless, given investors’ cautionary approach, expectations may fall short unless the country manages to solve employment shortages and to bring more predictability to regulations – particularly the tax ones.” Monia Dobrescu, Partner, Musat & Asociatii says the real estate market in 2017 follows the same ascending trend of 2016. “In 2017 new office buildings will be delivered both in Bucharest and in other big cities in Romania. The delivery of the office projects in the western part of Bucharest and that in Timpuri Noi is expected with great interest so that the analysts should determine the profitability of such areas for development. As a predominant trend, according to the demand on the market, the tenants tend to move their activity in new, more “user and environmental friendly” office buildings. Also, we see the investors’ tendency to consider that Bucharest is directing with fast steps towards the saturation of the demand of office spaces, and,

is the year of new constructions. The continuation of the First Home program, the stabilisation of the market after the impact of the giving-in-payment law, the return of the banking institutions to an appropriate level of the advances for real estate credits, as well as the legislative measures foreseen in this field have led to the resumption of the investments in this field and multiple deliveries of new dwellings are anticipated for the next years. Besides, the tendency of the buyers to invest in new dwellings built according to innovative techniques related to the price policies, especially in those which give the fast access to a series of facilities may be noticed more and more often. Valentin Creata, Partner, Popovici Nitu Stoica si Asociatii comments that the current status of the real estate market seems to be defined by a new hope of the office developers, who became more present and ready to address the increased request of office spaces. Most of them have secured favourable locations during or immediately after the crisis and have started now to develop on such places.

Silvia Opris, Schoenherr Romania

“Expectations may fall short unless the country manages to solve employment shortages and to bring more predictability to regulations”

consequently, they start to turn their attention to the province. The retail sector is in full development, with chains of hypermarkets and supermarkets which continue their expansion both in the province and in Bucharest or at least they propose development strategies for the next year by extending the network in the province. However, it is estimated that the rhythm of inaugurations will slow down compared to the previous years. We cannot say the same thing about the industrial-logistics sector, where the estimates for 2017 varied from 300,000 to 500,000 square meters and for which we still see a demand exceeding by far the existing offer. Regarding the residential sector, we are in full development, in fact 2017

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Nevertheless, such developments have been initiated in most of the cases only after a massive prelease, which indicates a prudent approach of the developers in the current market, meaning that the lessons learnt during the crisis are not entirely forgotten yet. In residential area, the large majority of the projects are still addressing the customers fitting in the governmental support project “Prima Casa“, where most of the unit price is guaranteed by the Romanian State for the purchasers involved in their first house acquisition, with a rather small value and area. Such project was, in fact, the main instrument available for the residential market during the crisis to support its sales and to support the bank loans for residential units.


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Which Lawyer in Romania

“The simple continuation of such project by the Government is an indicator that the residential market has not recovered yet to a self-sustaining activity and that the bank loans have not reached yet the necessary level to support the real estate transactions market in Romania. This project may also be considered as an instrument to provide leverage to temper the market, in case the evolution during the next period will prove that the purchasers buying force has increased and the bank loans for residential units have evolved enough to support the purchasers needs,” says Creata. “A particularly interesting area remains the one of distressed real estate assets on sale,” points out Oana

Real Estate

and developers, and also important EU real estate developers migrating to Romania, which shows that our country enjoys a healthy real estate market. Thus, Romania becomes an important strategic and mature real estate market, very attractive to many foreign investors. In line with the Real Estate Market Study for 2016 made by NAI Romania, the office market was considered by the analysts the most active segment of the real estate market, being responsible for half of the transactions. The same study argues that the year 2016 has been unanimously considered by real estate brokers and analysts as extremely favourable to the residential market in Romania where the number of the

Simona Chirica, Schoenherr Romania

“Another particularly vivid areas refer to the investments in logistic parks, as well as to the real estate implications of agribusiness players”

Constantinescu, a Partner in Schoenherr Romania’s real estate practice. “On a distinct note, transactions can prove particularly difficult in the cases where environmental obligations/pollution issues are involved, as in such cases the entire process for parties – including the due diligence investigations, the negotiations and the risk sharing in structuring the deal. Potential buyers pay particular attention to the technical details of the investments, to the town planning necessary for developing real estate projects and to the lawfulness of necessary authorisations. Recent practice has shown that these aspects can become deal breakers or are used to put pressure on the deal conditions, both on a legal and commercial level.” Nicolae Ursu - Partner of CEE Attorneys office in Bucharest says the Romanian real estate market became attractive for all industrial, residential and retail sectors, with a positive evolution and visible growth in the office and residential fields. “We have clients investing in residential businesses, as well as in the development of industrial warehouses in different parts of the country, e.g. Bucharest, Ilfov, Brasov and Timisoara. We can see a flow of international investors

new residential units delivered in 2016 was almost 20% higher than in 2015, tendency motivated by the high interest of the developers in providing homes for various types of users. We believe that these findings accurately reflect the reality of the reals estate market. To our knowledge, the period 20142016 was also extremely favourable to retail real estate market, especially in terms of extensive efforts put together to develop new facilities or modernisation or expansion of the existing ones. Last but not least, according to the signals in the market, the Romanian real estate market will register in 2017 an ascending trend, the growth of the office and industrial segments being mainly influenced by the expansion of the outsourcing companies and of the manufacturers, attracted by the specialised labour market, the economic conditions and the fiscal facilities granted by the Romanian state.” Currently, the real estate market is a dynamic one believes Anca Danilescu, Senior Partner Zamfirescu Racoti & Partners. “For sure, it may be argued that since we are in a post crisis moment the ascending trend should be a balanced one and the market should be attentively monitored, especially by

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the financial institutions. There are certain concerns regarding the further growth of the market which may be affected by the legislative instability. The new government’s actions are being cautiously analysed by the business community. There are also expectations regarding the development of infrastructure projects. A new law regarding the public private partnerships entered into force and this may lead to the development of new projects. As concerns the main active segments in the market, a growing interest has been shown by the investors in relation with the office development and the residential projects. There have been registered also acquisitions in the logistic area. Retailers have continued to develop their plans. There are new investors in the market interested also by the agricultural– business area. Property investment in Romania jumped by 35% to 890 million euro in 2016 and developers have a strong pipeline for 2017, property and investment management services provider Jones Lang LaSalle (JLL). Romania’s capital Bucharest accounted for over 70% of the total investment volume, less than in 2015, showing that liquidity in secondary cities has somewhat improved. Market volumes were dominated by office transactions (45%), while retail and industrial accounted for close to 26% each. The largest transaction registered in 2016 was the acquisition of 26.88% of real estate investment company Globalworth shares by South African group Growthpoint for approx. 186 million euro. The most notable retail transaction was the acquisition of Sibiu Shopping City by Bucharest-listed real estate investment fund New Europe Property Investments NEPI from ARGO for a total of 100 million euro, which represents the largest single asset deal outside of Bucharest since the economic crisis. In industrial, the largest deal was the acquisition of P3 Logistic Parks by GIC, the Singapore sovereign wealth fund, through the pan-European acquisition of P3. 2016 also marked the entry of several new names on the Romanian real estate market, either through the purchase of regional platforms or, individual assets. Among them Logicor (Blackstone’s European industrial division), GIC, PPF and Growthpoint. 


Legal Opinion

The new procedure for reception of construction works The new building reception regulation has been adopted by HG no. 343/2017 (the “New Regulation”), published in the Romanian Official Gazette no. 406/30.05.2017, and became effective beginning with 29.07.2017. The original HG no. 273/1994 adopting the former procedure for reception of construction works (the “Old Regulation”) has only been modified by replacement of the annex containing the old regulation with the annex containing the new regulation. 1. Organizing the reception According to the New Regulation, the contractor executing the works is responsible for informing the investor, within the term of validity of the building permit, of the date of completion of the works, or part of the works for the partial reception. Within 5 days from receiving the notice from the contractor, the investor must: • request all the involved factors to appoint representatives as members of the committee; • set the date, time and place where the committee assembles and begins its activity; • submit to the State Construction Inspectorate (“ISC”) the designer’s and site supervisor’s briefs regarding the execution of the works and the value of the construction for receiving the proof of payment of the contribution to ISC. The involved factors must appoint their representatives within 10 days from receiving the request. Within 3 days of receiving all communications from the involved factors, the investor must name the reception committee and inform its members, the contractor and the designer about the date, time and place of the meeting. If the investor does not comply with the above obligation to set the date, time and place of the reception, or if the investor does not present at the set date, time and place, the contractor will submit a new request for setting the reception at a date within 10 days from receiving of this new request. Should the investor not comply with the second term, the contractor will set the details of the reception and inform the investor and the other members of the committee in due time. The contractor must also specify that the investor will cover all the expenses and damages resulting from not performing the reception upon completion of works.

period, flaws, other than those resulting from inadequate use of the building, that can be remedied. In case of suspension of both types of reception, a maximum term of 90 days can be granted for the remedies. An additional 90 days can be awarded if the remedies cannot be executed because of climate factors or other factors independent to the parties’ will that render the remedy impossible.

Oana Albota Albota Law Firm

The final reception is organized by the owner within 10 days from the expiry of the guarantee period. 2. The suspension of the reception The New Regulation does not allow for the reception to be admitted with objections, but provides, for both types of reception, to be suspended by the committee by issuing a suspension protocol of the reception upon completion of works or of the final reception, as the case may be, in a limited number of cases. The reception upon the completion of works shall be suspended in the following cases: a. the existence of unconformities, incompliances, defects or deficiencies able to affect the use of the construction as it was destined; b. the existence of inadequate, unfinished or not executed works that can affect the fundamental applicable requirements; c. the building presents flaws that require lengthy remedies and strictly necessary to insure the usability of the building as it was destined, as per Law no. 10/1995; d. the justified existence of reasonable suspicions regarding the quality of the executed works and the necessity of technical expertise, tryouts and additional tests for clarification; e. the investor does not make available to the reception upon completion of works committee the relevant documents. The final reception shall be suspended if the committee finds, within the guarantee

3. The transition between the Old Regulation and the New Regulation The New Regulation became effective beginning with 29 July 2017 and ongoing receptions at this date will continue to be regulated by the Old Regulation. In case the reception upon completion of works has been performed in compliance with the Old Regulation and the committee has recommended the admission of the reception with objections, the objections that have not been remedied within the agreed term shall be considered unconformities under the New Regulation. In this case, an ongoing final reception at 29 July 2017 would be regulated and be performed under the New Regulation and the unconformities that have not been remedied shall determine the suspension of the final reception protocol. 4. Conclusions Because the New Regulation does not allow the admission of the reception upon completion of works with objections, the initiation of the reception procedure should not be done if there are defects which may lead to the suspension of the reception, otherwise the remediation of the existing defects will be performed within the suspension period of up to 90 days plus, in special conditions, 90 days. That would obviously delay the registration of the building with the land book as well as obtaining of the operation permits and will postpone the opening date. It is also important for the investor to comply with the terms within which the date, time and place of the reception must be set as to avoid the contractor calling the reception himself. Oana Albota Partner

www.albota.ro • office@albota.ro • 6-10 Stolnicului Street, 5th Floor, Ap.15, 1st District, Bucharest, RO-011394, Romania Tel: +4021 222 53 22 +40799 936 000


Which Lawyer in Romania

Real Estate

Most representative projects ALBOTA LAW FIRM

Assisting a company specialized in real estate investment with the title due diligence and the acquisition of 33 plots of land located in Craiova, Dolj county, having a total area of over 300,000 sqm. The assistance included drafting and negotiation of the memorandum of understanding and of the sale purchase agreement to be concluded for the acquisition of the real estate and review of the ownership documents and drafting the due diligence report. Assisting one of Israel’s leading infrastructure and real estate group, with the acquisition of a real estate property located in the city of Voluntari, Ilfov county, Romania, comprising several plots of land, for the purpose of developing a residential complex. The assistance included performing a title and permitting due diligence, drafting and negotiating the Framework Agreement for the sale of real estate and grant of a real estate option, drafting and negotiating the asset sale-purchase agreement, drafting the corporate documents and performing the registration formalities for the acquisition of 100% shares of the SPV, to be used as purchaser in the acquisition process. Assisting a real estate developer in relation with the development and sale of the apartments in a residential complex consisting of 6 buildings, with a height of 9 stories, with 68 apartments for each building. The assistance includes preparation of the construction agreement with the general contractor, 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. Assisting a real estate developer in relation with the development of a residential project by preparation of the following agreements: the Green Book Fidic construction agreement with the slurry walls contractor, the Green Book Fidic construction agreement with the enabling works contractor, the Red Book Fidic construction agreement with the general contractor, the White Book Fidic agreement to be concluded with the designer, the permitting due diligence in relation with the building permits and detail urban plan issued for the development of the residential project, ongoing assistance in relation with the development of the project. Assisting a Romanian real estate developer, with the development of an office project

having 4S+P+8E+9Er and being located, Bucharest, Romania, project which will have a built up area of approx. 10.000 sqm.. The assistance included the review of construction agreements, project management agreements, several design and services agreements concluded by the client, as beneficiary with consultants appointed for the development of the project, the review of sale purchase agreements by means of which the client acquired some additional land. Specialist lawyer: Oana Albota.

BIRIS GORAN SPARL

Assisted Swiss investor Philippe Jacobs and Ibitol Group, in the sale of its flagship office center Coresi Business Park, via a share deal transaction, to leading European commercial real estate company, Immochan. Assisted Austrian real estate developer Soravia, a leading Austrian developer in CEE region, in the sale of its flagship office center “Metropolis” to Czech fund PPF, in one of the largest investment transactions in Romania in 2016. Assisted Aberdeen Asset Management Deutschland AG in the sale of its flagship shopping centre Auchan Titan to South African fund New Europe Property Investments (NEPI). The transaction value was €86 million, one of the largest on the Romanian market in 2015. Represented AdamAmerica, a major Israeli-American development company, in the purchase of Construdava a 9,400 sqm office building on the Pipera-Tunari road in Voluntari, Ilfov County, from seller Commerzbank AG. Advised AdamAmerica on all aspects of the acquisition and financing of Phoenix Tower, a 10,000 sqm office building in the Vitan district of Bucharest, from majority seller Commerzbank AG. Specialist lawyers: Gabriel Biris, Raluca Nastase.

BOGARU, BRAUN NOVIELLO SI ASOCIATII

Advising major foreign investment fund on Romanian land acquisition and Romanian property purchase in relation assembly of residential development site. Advising foreign investor upon security of property to be purchased in Romania. Advising members of a consortium in relation to preparation of documentation in relation to public tenders in the construction field.

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BONDOC SI ASOCIATII

Assisted one of the largest chemicals groups in the world, in connection with several real estate operations, and with the acquisition of land for the development of a large industrial project. The transaction involves numerous real estate and regulatory aspects, aside corporate and commercial legal assistance (DD assistance, transaction assistance etc.) Assisted Partner Group Access and Valad Coinvest Group in connection with the acquisition of the assets held by Central European Industrial Fund from Aviva Investors; the real estate transaction, based on a €160 million refinancing, aims industrial and logistics properties spread across Romania, Poland, Hungary and Czech Republic. Assisted Global Finance in connection with the transaction regarding the sale of Ford Office Centre in Bucharest, Floreasca District, (listed as historical monument) to two major real estate developers. Assisted Luscan Com SRL regarding the acquisition of several real estate assets (buildings and plots of land) in Arad County, including due diligence, transaction documents, negotiations and post-sale assistance. Advised Immigon Portfolioabbau AG, formerly Osterreichische Volksbanken Actiengesellschaft, for the sale of various land plots in Romania, the aggregate transaction value exceeding €5 million.

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. Provides 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. Provides 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. Currently provides assistance to Olympian Parks Group in connection with all legal matters regarding the operation and development of one of the largest industrial parks networks in Romania. Drafting, reviewing of a broad range of contractual documents, e.g. unilateral/bilateral sale-


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purchase pre-agreements, sale-purchase agreements, rental/lease agreements, service agreements, design and built/ contractor agreements, and assisting during negotiation; legal assistance on financing/ refinancing of real-estate projects, including reviewing or drafting the financing/security documentation. Advised Olympian Parks Group during its acquisition of Millenium Logistic Park located in south of Bucharest from the real estate division of Alpha Real Estate. 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 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. Assistance to BullGuard, international internet and mobile security provider, in connection with negotiation of the lease agreement for removing company’s headoffice 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. Currently providing legal assistance to Cromwell Property Group, Valad Group, in connection with all business and legal matters related to management of 2 logistics and industrial parks located in Bucharest, Romania. 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. Specialist lawyers: Nicolae Ursu, Sergiu Gidei.

CLIFFORD CHANCE BADEA

Advice to China Investment Corporation in relation to its acquisition of Logicor (June 2017). Advice to NEPI in relation to the NEPI Rockcastle merger (December 2016). Advice to CBRE Global Investors in relation to the sale of Felicia Shopping Center in Iasi January 2017). Advice to a local bank in relation to the financing agreement of a Class A office building development in Timisoara (ongoing).

Real Estate

Advice to a major real estate fund in relation to the acquisition of agricultural land in Romania. Specialist lawyers: Andreea Sisman, Nadia Badea, Mihai Macelaru, Monica Andrei, Marius Berariu, Daniel Badea, Madalina Rachieru, Radu Ropota, Diana Crangasu, Gabriela Muresan, Radu Costin, Andrei Caloian.

CORINA POPESCU LAW OFFICE

Successful representation of the plaintiffs in the pilot case Maria Atanasiu and others against Romania and of other clients among the thoudands persons affected by the incoherent Romanian legislation, for recovery of property. Assistance to large developers in the purchase of real estate, as well as in any litigation aspects in relation to their investments, and in the selling of reals estate. Advice to investors building and / or selling residential complexes or buying and / or renting constructions with various destinations. Specialist lawyer: Corina Popescu.

D&B DAVID SI BAIAS SCA

Profi Rom Food SRL (closed August 2016) Legal assessment of the building permitting and procedure for over 50 stores operated by Profi in Romania. Identifying construction and permitting related issues and helping the client to improve its time efficiency in permitting, construction and opening a new store. Currently providing full real estate and construction assistance to one of the world’s leading manufacturers of pumps and pump systems for heating, cooling and air-conditioning technology as well as for water supply and sewage disposals, for the acquisition of a plot of land near Bucharest for the construction of a business facility. Legal due diligence on different plots of land, in order to help the client identify the most suitable property. Coordinated the technical team in order to present the client an integrated legal and technical report. Transaction assistance at the signing of the promissory agreement and is currently assisting with the sale documents (ongoing transaction). Prepared/reviewed the construction contracts and provided assistance during the building permitting process.(ongoing) Legal due diligence for Epta SpA Italy over several real estate properties owned or leased by DAAS Impex. The properties included an office building and ancillary facilities located in Ploiesti, Prahova county, owned by DAAS Impex, as well as aprox.

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10 sole tenants lease agreements for warehouses and commercial premises in various locations in Romania, including in Braila Free Zone. (2016) Assisted Solina Group (France) for the acquisition of Supremia Grup (Romania). Although the transaction was performed as share deal, it included significant real estate input because of the core assets transfered, namely several large properties including a factory for food ingredients and a fuel distribution station in Alba Iulia, several production and packaging facilities, as well as warehouses located in Santimbru, Alba county, altogether with several plots of land. Legal due diligence over the real estate properties, as well as transaction support assistance in respect to the properties owned by Supremia Group. (ongoing) - Legal assistance for the sale of a clothing factory in Bacau to a large Italian apparel manufacturer (asset deal). Assisted the client with drafting and negotiation of the transaction documents). The transaction structure included the acquisition of the property in two stages. In the first stage, the parties concluded a sole tenant lease agreement over the factory with a right for the tenant to purchase the property. The parties further agreed on the direct acquisition (second phase ongoing). Specialist lawyers: Sorin David, Anda Rojanshi, Dan Dascalu, Georgiana Balan

DENTONS EUROPE TODOR SI ASOCIATII SPARL

Advising TPG Real Estate on the €2.4 billion sale of P3 Logistic Parks to GIC, Singapore’s sovereign wealth fund. This is the largest real estate deal in Europe in 2016, involving P3’s 163 warehouses in 62 locations across nine European countries, including Romania. Advising CPI Property Group on the acquisition of a portfolio of 11 retail properties from CBRE Global Investors, including on title insurance policy. The portfolio, with a total leasable area of approx. 265,000 sqm., includes six major shopping centers located in Romania (Felicia shopping center), the Czech Republic, Hungary and Poland. Advising METRO Cash & Carry, leading German wholesaler, on the sale and lease of property to an important retailer under a complex structure, including various reciprocal usage and servitude rights. Assisting Banca Comerciala Romana and the European Bank for Reconstruction and Development, acting as lenders, on due diligence and title insurance policy related to the construction of Unit 10 and Unit 13


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of Bucharest West Park. Assisting Banca Comerciala Romana on due diligence and title insurance policy for the acquisition of ART Business Centre by Hili Premier Estates Romania.

GRUIA DUFAUT LAW OFFICE

Advised a major logistic contractor 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.

HATEGAN ATTORNEYS

Assistance of as Austrian company as Seller of forestry land. Assistance of a Swiss company for the development of an industry park in Timisoara. Assistance of a German multinational company in the relocation in an office development in Timisoara . Assistance of a German company as Seller for an agricultural land to a French company. Assistance of an American Title Insurance Company in a project of title insurance in Romania. Specialist lawyer: Alina Iozsa

IJDELEA MIHAILESCU

Assisting Agreen Invest, part of a large European group, in relation to the acquisition of various agricultural lands in Romania. Assisting Celis Grup in relation to the acquisition of a residential project located in Bucharest. Providing day to day assistance to a major Middle East group in relation to the proceedings related to the issuance of ownership certificates on the basis of Law 15/1990 on the reorganization of state owned company for several plots of land located in Bucharest. Assisting Black Sea Oil & Gas SRL, the wholly owned offshore petroleum development company of Carlyle International Energy Partners, in relation to

Real Estate

the rezoning of land areas and securing easements rights over public property for the onshore components of Midia Gas Development Project, an offshore natural gas development project with an initial estimated value of €400 milion.

IONESCU SI SAVA

Resolute Lar Romania- The client manages various portfolios of NPLs on behalf of several financial institutions, including asset and property management services related to REOs. All legal services required, including due diligence, assistance and representation in front of various stake holders (agencies, prospective buyers or tenants, public authorities). Star Assembly, a subsidiary of Daimler AG, the largest investment made by Daimler AG in Romania and one of the largest contributors to Romania’s exports. For the purpose of the investment, Star Assembly required a large area of land in Sebes, Alba County (Central Romania). Assisted in identifying suitable lands, performed the due diligence, and assisted for the purchase and subsequent construction of the plant. The initial investment in the main speed-gear manufacturing facility was completed in 2016, and the same year the client decided to extend the investment with a re-manufacturing facility for defective parts – to be completed in 2017. Ethos House SA, EEC Investments SA, developers of an office building located in Bucharest – Polona Business Center. Assisted Ethos House SA during the sale of the project company, structured as a share deal. Assistance of the sellers during the due-diligence process, also had to explain and convince the purchaser that the litigation in which the company is involved does not pose significant risks to the title. Assisted AND Construct Consult SRL, a subsidiary of Grupo Lar Spain, an SPV for the development of a residential project in Bucharest, with 136 apartments. The project was financed by the local subsidiary of a Greek bank. As a result of declining sales, at completion the project had to be restructured and the financing bank took over operational control, in a process following which the developer was appointed asset manager in order to dispose of the remaining unsold units. Assisted the developer during the restructuring and subsequent disposal of the assets. Euro Accional- The client is the owner of a significant asset (buildings and land) in Bucharest. Advised and assisted during their negotiation with the fastest growing retail chain in Romania (MegaImage – part of

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Delhaize Group), for the long-term lease of the land for the purpose of developing a flagship store. After negotiation had stalled for over a year, the team provided the parties with a solution with regard to the main issues of disagreement - the split of the investment and ownership of the buildings at termination - and the deal was finally completed in March 2017. Specialist lawyer: Radu Ionescu.

MARAVELA | ASOCIATII

Retained to advise a major German investment group on the sale of several real estate assets and relevant security assessment in connection with the recovery of several receivables against a Romanian clothing producer with global presence (60 countries) undergoing insolvency proceedings. The matter is important due to the amount secured and size of the assets as well as corresponding complexity of relevant security assessments. Matter value: €7 million. Assisting Eberspächer Group with a large number of real estate aspects regarding the greenfield development of a large automotive parts manufacturing plant located within an industrial park developed by local authorities. Recent real estate work included assistance with purchasing of the 12 ha land and construction permitting aspects, as well as previously due diligence, drafting and negotiation of the construction agreement, regulatory approvals related thereto, etc. Matter value: €32 million. Advising a global medical & pharma group, with respect to all real estate matters pertaining to the acquisition of several dialysis centres; cross border mandate involving Romania, Moldova and other CEE jurisdictions. The deal is innovative because of the niche healthcare expertise as well as highly specialised know-how required when dealing with forward funding acquisitions, involving guaranteed security financing and thorough monitoring after the documents’ signing. Matter value: € 30 million. Assisting an international grant making network regarding the sale of one of its buildings located in Romania, with an estimated market value of over 2 million €. Real estate legal assistance consists of the preparation of the sale, drafting the transaction documents, identifying the best sales methods. The deal is important because of the value of the building and because it required an innovative approach in order to have a transaction fully compliant with current law provisions due to the fact that it involved cross border elements, as the building is the property of the Cyprus


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branch of the client, although located in Romania. Assisting a major construction company regarding the acquisition of 26,000 sqm of land in view of the development and construction of a real estate project consisting of shopping mall, apartments and office premises. Legal work consisted of due diligence in view of acquisition, fiscal assessment, drafting and negotiating the transaction documents. Specialist lawyers: Mirela Metea, Daniel Vinerean, Alina Popescu, Gelu Maravela.

SCA MITEL & ASOCIATII

Advise Rewe regarding land acquisitions in order to open several supermarkets across Romania, as part of its expansion strategy. Multidisciplinary team of experienced lawyers, capable to work round the clock so as to provide our services in accordance with the high expectations and tight schedule of the client. Advise Adama, who is active in Romania and other Central & Eastern European markets, in around eight different residential and retail projects. Legal advice on the development of several retail and residential projects of more than 1,000 apartments all around Romania. Assisted Adama portfolio sale to a private group of investors. Advised Romfelt, Cordia Residence the project companies of Alpha Bank in connection with the sale of more than 600 apartments held in Doamna Ghica Plaza and Privighetorilor residential projects. Advise Immofinanz Services Romania regarding land acquisitions in order to open several supermarkets across Romania, as part of its expansion strategy. Advised Grupo Harmonia in connection with the restructuring of its real estate portfolio and the sale of its residential project located in the northern part of Bucharest. Legal counselling in relation to the Alta Vista Project, a new real estate development project involving approx. 600 apartments. Specialist lawyers: Sorin Mitel, Ioana Negrea

MUSAT & ASOCIATII SPARL

Advising Amcor Estate SRL and Solido Estate SRL, companies pertaining to the same group, in relation to their investment in a number of real estates in Romania. Conducting a complex due diligence process on the target properties and related ownership chain, implementing a number of remedies to the risks associated with the ownership right, while having also

Real Estate

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, 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. 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. Advising Kaufland, the leading German retailer part of Schwarz-Gruppe Selected, in connection with various real estate acquisitions in Romania during its expansion process, as well as regarding various legal matters resulting from its activity, such as drafting or reviewing the standard documentation to be concluded with the contractors, assistance in relation to its contractors and subcontractors, assistance with regard to the conclusion of title insurances and assessments on regulatory matters deriving from their expansion process. Additionally, being selected as lead legal counsel during Kaufland’s expansion in the Republic of Moldova. Advising Adesgo, one of the oldest Romanian companies and one of the strongest companies on the European market in the field, with a tradition exceeding 90 years of producing ladies underwear’s, in connection with various matters concerning its real estates in Romania. Clarifying ownership related matters, identifying potential risks and related remedies, as well as representing the client in front of the authorities. Particularly, dealing with the client’s impossibility to obtain financing for the current performance of its activity due to the authorities’ incapability to uphold the legal deadline established for the finalization of the restitution process in Romania, determining thus, a restriction in the exercise of the ownership rights and the client’s impossibility to further develop/ mortgage or lease its property. Also, assisting the client with its intend plans to develop a residential project on one of its property, the legal assistance in this matter including the assessment of the factual and legal situation of the land, identifying the most appropriate approach for having the land free of constructions and occupants, drafting the related documentation and assisting the client during the negotiation procedures with the involved authorities. Providing legal advice to Shenyang Changjiangyuan Technology Development

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CO in relation to the implementation and commissioning of the non-invasive ultrasound tumour ablation system in Romania. To this extent, the client envisages, as a first step, the establishment of long-term collaborations with the Romanian authorities by means of which the new technology in the treatment of cancer patients may be available to the Romanian citizens and, afterwards, the development of a private medical centre for cancer patients. Changjiangyuan Technology Development Co., Ltd. is renowned for the developing of the world leading Super Knife-Focused Beam Therapy System and for its numerous developments and innovative solutions developed in the benefit of cancer patients. In relation to the above, M&A has been solicited to assist the client before the Romanian authorities, identify the best cooperation tools, draft the collaboration documentation and represent the client through all the stages of the process. Also, assisting the client with the acquisition process of a Romanian limited company acting in this field, for which purpose a legal due diligence on the target company is undergoing. In a subsequent stage, the client is envisaging the development of a medical centre for cancer treatment, and therefore, the law firm is currently performing an extensive legal due diligence in relation to a land plot which has been determined as suitable for the development of the medical centre. Assisting Unirii View, one of the major players in the Romanian real estate market, in connection with the development of Unirii View Tower, which is envisaged to be the most important new project in Unirii Square, recognized as the “Kilometer 0” of Bucharest in terms of public transportation and links to other areas of the city. Besides the general legal assistance provided in connection with the development of the project, assisted the client during discussions and negotiations with the owners of the neighboring properties advised on specific legal matters, such as regulatory issues, tax related issues and various other issues pertaining to the authorization process. Constantly involved in different issues that usually arise in projects of this caliber, offering alternatives and legal solutions to the client’s benefit. Specialist lawyers: Mona Musat, Monia Dobrescu, Alina Solschi, Anca Simeria, Andra Mihalache, Anca Buta Musat, Iulian Popescu, Dan Minoiu, Andrei Ormenean, Roxana Dobrogeanu.

NOERR

Advise a leading European retail chain for many years, from their footprint in CEE to


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all expansion projects and daily business challenges and activities; complex advice since market entry on their expansion projects in Romania 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. Advice to a global leader in brake friction technology in connection with an asset purchase involving three properties consisting of roughly 25,000 sqm land, performed the due diligence related to the land and advised on the related public tender procedure and documentation. Legal assistance for worldwide leading provider of high-tech industrial products from precious metals as like gold, silver, and platinum-group metals, as well as from high melting-point, non-precious refractory metals with respect to the extension of production in Timisoara; purchase of the existing facilities, future extension and securing of the expansion land as well as due diligence and transaction documents. Specialist lawyer: Roxana Dudau.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to a major Portuguese trade center and its group in the complex permitting, construction and reception process of a shopping center. Assisted the client in complex contract negotiations and permitting requirements. Assistance to one of the most active real estate investment companies in the SEE and CEE markets in connection with the indirect acquisition of approx. 16 ha of land and a warehouse with leasable area of 68,000 sqm. Assistance to a private equity real estate investment management firm focused in CEE in connection with the drafting and negotiating the sale by the company of approx. 24,000 sqm to one of the major local real estate actors, in view of developing thereupon a major residential complex. Assistance to an operative business unit in the Components Technology business area in the drafting, negotiation and conclusion of a complex construction agreement with tight deadlines, for a new suspension factory in Romania. Assistance to an American company active in the development of activity trackers, wireless-enabled wearable technology, as lessee, in connection with the negotiation

Real Estate

and execution of more than 2,000 sqm forward lease for office premises in one of the most exquisite office development in Bucharest. Specialist lawyer: Ioana Niculeasa, Vlad Tanase.

PACHIU & ASSOCIATES

Assisted REWE Group in the sale of its subsidiary Billa Romania to Carrefour Group including in relation to all real estate matters connected to its properties in Romania as well as for obtaining the required permits and approvals from authorities for the construction and operation of stores. Support of the clients within all steps of the divesture process (due diligence, transaction documents and fulfilment of the conditions precedent to closing). It was a large scale project that required complex and continuous assistance from our side and the team managed to excellently deal with all facets of the transaction. Value: according to media information, approx.€100 million. Advising a leading integrated Central & Eastern European oil & gas corporation on all aspects related to regulatory, contractual, government relations and securing of the land access required for the performance of oil & gas exploration works, such as the obtaining of exploration permits, including environmental, safety, health and waste matters. Furthermore, assisting the client in real estate litigations initiated against landowners for the purpose of securing the necessary access and use of the lands needed for oil & gas exploration. Continued to represent the Romanian subsidiary of a significant player in the agricultural industry in the Western part of Romania. Legal assistance in matters regarding the acquisition of thousands of ha of agricultural land as well as concerning farming agreements, subsidies and corporate aspects. Advising and assisting a German global automotive group in the sale of one of its properties in a major city in Romania. Assistance in all steps of the transaction process including due diligence and preparation of the transaction documents. Assisted the client on various real estate matters connected to the construction and operation of showrooms in Romania, including on regulatory issues encountered in the permitting process. Value €2.8 million. Specialist lawyers: Ana Maria Goga, Raluca Mustaciosu, Radu Noslacan, Alexandru Lefter.

PELI FILIP

Assisted two Belgian investment funds

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managed by Mitiska REIM in relation to the acquisition of an extensive portfolio of over 20 retail projects located in Bucharest and various secondary cities in Romania. The transaction value is in excess of € 40 million. The transaction commenced in April 2016 and closing occurred in February 2017. Assisted British investment fund Argo Real Estate in relation to the sale of the commercial center Sibiu Shopping City, by means of a sale of the shares in the two SPVs holding the project, to South African fund NEPI for a transaction value of € 100 million. With a Gross Leasable Area (GLA) of 79,100 sqm Sibiu Shopping City is the largest retail park in Romania and the first and only retail centre in Sibiu. The project was closed in June 2016. Assisted Kingfisher, Europe’s leading home improvement retail group and the third largest in the world, with more than 1,100 stores in eleven countries in Europe and Asia, in relation to the acquisition of the Romanian operations of Praktiker, one of the major home improvement and DYI chains in Romania. The transaction was signed in August 2017. Assisted Skanska, a leading international project development and construction company, active in Europe, the US and Latin America, in relation to the sale of the third and last building comprising the Green Court Bucharest office complex, with a leasable area of approx. 16,000 sqm to Globalworth Real Estate Fund, by way of a share deal of approx. €38 million. The project started in December 2015 and closed in August 2017. Assisted GTC, an international property development and real estate investor, in relation to the acquisition by means of a share deal of Cascade Office Building, an office project located in the center Bucharest, owned by Adval Properties and consisting of approx. 4,200 sqm of leasable area. The transaction value is of approx. €9 million and was closed in July 2017. Specialist lawyers: Oana Badarau, Mihaela Ispas, Gianina Gavanescu Madalina Fildan, Ioana Waszkiewicz, Ioana Roman, Mirabela Maria, Alexandra Ionita, Bogdan Creteanu, Lavinia Ghencea, Liana Stoica.

POPOVICI NITU STOICA SI ASOCIATII

Assisted Dedeman on the attempted acquisition of AFI Business Park 1-5 office buildings from Africa Israel Investments. Assisted Weerts on the development of Unirii View office building. (Specialist


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lawyer: Ioana Sampek) Assisted Auchan Romania on the development of its retail network, including on the partnership with Petrom and opening of supermarkets. Assisted Begeman SRL on the acquisition of an agricultural farm. Specialist lawyers: Valentin Creata, Codrin Luta, Andreea Grosu, Raluca Petrescu, Ela Marin, Bogdan C. Stoica, Irina Ivanciu, Cristian Popescu.

RADU SI ASOCIATII

Advising an Italian real estate developer in relation to the sale of several SPVs holding agricultural land in western Romania, Timis County. The total value of the transaction is estimated at €27 million. Advising a leading industrial producer in relation to the acquisition process of an industrial real estate, with a total surface exceeding 35,000 sqm., located in Iasi. The transaction had a total value of €1 million. Advising a leading integrated agribusiness in relation to the acquisition process of an immovable asset consisting in a plot of land of 61,200 sqm and the corresponding constructions (i.e.,47 constructions with various uses – agricultural, industrial etc.) located in Topolovatu Mare Commune, Timis County. The transaction had a total value of €2.4 million Advising a leading real estate investment fund in relation to the potential acquisition of a retail park (composed of three plots of land with a total surface of 18,300 sqm and two buildings with a total surface of 7,200 sqm) located within the city limits of Buzau Municipality (ongoing project). The total value of the transaction is € 10 million Advising an important producer of cereals and oilseeds in connection with the potential acquisition of several real estate assets (agricultural plots of land with a surface of approx. 10,000 ha) (ongoing project). The total value of the transaction is €3 million. Specialist lawyers: Radu Diaconu, Radu Ionescu, Stefan Mantea , Ioana Cojocaru, Octavian Adam.

RADULESCU & MUSOI ATTORNEYS AT LAW

Assisted an important company in the field of renting in leasing one of the largest office buildings in Romania to Dacia Renault. Assisted with the negotiation, drafting and review of the lease agreement and of all related documentation. Furthermore, assisted in subsequently extending the agreement in regard to one of the largest automotive showrooms in the country.

Real Estate

Assisted in connection with the potential acquisition of an extra muros plot of land located near Bucharest. The work included drafting a memorandum in bullet points on the structure of the transaction and a red flag due diligence report on the real estate, legal assistance in drafting the sale and purchase agreement, legal assistance during the process of accomplish formalities to obtain the building permit, legal assistance in drafting and negotiation of the construction agreement. Assisted in the acquisition of a plot of land located in Bucharest for the development of a residential project. The work included drafting a due diligence report on the ownership title of the land and the building permit together with the permits that were the basis for its issuance, drafting a joint venture agreement, and legal assistance during negotiations. Assisted regarding the development and lease of a pharmaceuticals warehouse of approx. 8,300 sqm. Assisted a Romanian construction company with a Spanish shareholding in the acquisition of two plots of land located in Bucharest for the development of a residential project. The work included drawing up the due diligence report and all ancillary transaction documents, as well as the preparation and implementation of closing deeds. Also assisted the company regarding an investment in a company owning a plot of land in order to develop a golf course and the acquisition of a plot of land located in Bucharest for the development of an office building. Specialist lawyers: Mihai Radulescu, Despina Andrian, Roxana Musoi, Carmen Banateanu.

REFF & ASSOCIATES SCA

Providing ongoing assistance in relation to all construction matters pertaining to IKEA projects in Romania, both for refurbishment of existing IKEA store, as well as assistance for the construction of future projects in Romania. The legal advice included assistance during the tender phase for awarding various construction projects, negotiation of FIDIC based construction projects, as well as assistance during the implementation phase of FIDIC based contracts. Advising and assisting NEPI on the acquisition from Argo Group of the commercial platform - Shopping City Sibiu, which was performed as a share deal for two target companies holding together the ownership right over the entire commercial platform. With a value of € 100 million, this was the highest real estate deal performed

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so far in the year 2016. Closing this deal was one of the most challenging projects for the real estate team, as it involved the analysis and the remedy of a high number of aspects before performing the transfer, for which intense negotiation meetings were held between lawyers and principals. Assistence in acquiring the 30% shares of Mega Mall held by the Austrian Group Real4You held in joint venture since the acquisition of NEPI of the 70% shares in 2013. This deal was performed smoothly with the full cooperation of the sellers and of the financing bank Erste Group Bank AG and their lawyers. The swift conclusion of this deal was also due to the fact that the main commercial terms of the buyout were already agreed by the involved parties under the contractual documentation signed in 2013, whereby NEPI entered into joint venture with Real Group. Acquisition from Bel Rom Group of a plot of land of 12 ha located in Ramnicu Valcea in view of NEPI entering the real estate market in this area and developing a new commercial platform on the acquired land. In this respect, NEPI instructed the team to perform a title check with respect to the land located in Ramnicu Valcea, while additional areas of review were included as the outline of the transaction was decided. The new areas subject to our review included aspects such as environment, development (urbanism and construction aspects) and even corporate matters regarding the owner of the property subject to the transaction, although the project was finally structured as an asset deal. Providing legal assistance to Prime Kapital in respect to the acquisition of various properties for the development of several community and neighborhood centres in various secondary Romanian cities; legal assistance in relation to the acquisition of land of approx. 7.9 ha in Balotesti, Romania, for the development of a retail centre to be integrated with an existing Hornbach DIY and a planned Lidl supermarket extending the combined 18,122 sqm of GLA of these two operators by an additional 28,000 sqm of GLA; legal assistance in respect to the acquisition of approx. 7.5 land ha located in Bucharest, Pipera area, for the development of a residential project. On-going legal assistance in relation to the acquisition of lands and development and construction of ISHO, a mixed-use project developed by Ovidiu Sandor, ocal businesssman/ Mulberry development in Timisoara with a value of approx. €130 million. Legal advice for Viales Y Obras Publicas SA Cuenca, in relation to the performance


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of a FIDIC Red Book contract for road works, submission of damages claim and litigation assistance, including representation in front of arbitral court Assisting Liting Universal with drafting and negotiation of project management agreement for coordination of refurbishment works of Armonia Mall in Braila. Legal assistance for Antolin Group, in relation to the sale-purchase by the client of lands and the extension/development of the client’s factory located in Sibiu. Specialist lawyers: Irina Dimitriu, Andreea Artenie.

RTPR ALLEN & OVERY

Advised BRD – Groupe Société Générale S.A. and Komerční banka, a.s. from Czech Republic on a financing for CTPark Gamma SRL, part of CTP Group, one of the most active investors in industrial and logistics spaces in Romania. The financing in amount of €47.6 million granted to CTPark Gamma S.R.L. is designed for the development of two industrial buildings in the proximity of Bucharest. Advised BRD-Groupe Société Générale on the €20 million financing extended to Timisoara City Business Centre One, part of the NEPI group and owner of two office buildings from the City Business Centre located in Timisoara, for the refinancing of its existing debt. Advised Citadela Project on the acquisition of approx. 7,500 sqm of land located in Bucharest for the purpose of developing a €20+ million residential development comprising more than 300 apartments. The sale and purchase involved time-consuming and difficult negotiations, as there were 11 different individuals and companies acting as sellers. Advised the private healthcare services provider Regina Maria on the future lease of approx. 7,000 sqm, in a built-to-suit private clinic which will be developed in Cluj-Napoca. The project represents a genuine partnership between Regina Maria healthcare network and the developer who work together for the development and operation of the new private hospital in the Regina Maria network. Headquartered in Bucharest, Romania, Regina Maria offers a full range of integrated healthcare services, with a strong focus on hospital and ambulatory care, laboratory, imaging diagnostics and corporate subscriptions. Advised Apex Alliance Hotels on the acquisition of a plot of land of approx. 3,000 sqm located in Bucharest for the development of a hotel. Specialist lawyers: Alexandru Retevoescu, Cosmin Tilea, Victor Padurari.

Real Estate

SCHOENHERR & ASOCIATII

Hanner RD SRL, the Romanian subsidiary of Hanner, the real estate development leader in Lithuania, actively working in Latvia and Romania and completed projects in Russia and Ukraine, with over 250.000 sqm of leasable office, retail and warehouse space and 4.300 apartments built, in the acquisition from Forte Partners of three plots of land with a total surface of 11,000sqm, located in Grozavesti area of Bucharest for the development of a mixt, residential and office, real estate project. Riso Scotti, the Romanian subsidiary of the biggest rice-growers in Europe, on the restructuring and sale of a real estate portfolio spanning across some 4,600 ha, with a total value of approx. €13 million, as well as on the establishment of new companies and incorporation of the lands to the share capital. 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. 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. InterCora in the acquisition of several plots of land in Tulcea county, with a total area of approx. 41,500 sqm, for the purpose of developing a shopping center. Specialist lawyers: Sebastian Gutiu

STOICA & ASOCIATII

Assisting and representing a group of individuals from around the world belonging to a notorious Romanian family in connection with the management of a significant real-estate portfolio estimated at approx. €30 million STOICA & Asociaţii assisted and 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).

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Assisting and representing ArcelorMittal, a major key steel producer, in a litigation case against the Romanian State regarding its warranty obligation for eviction in case of a land plot of 45.000 sqm for which the client had received a property certificate. Specialist lawyers: Valeriu Stoica, Cristiana I. Stoica, Catalina Dicu, Laura Radu.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted World Class Romania with leasing multiple premises over the past year, negotiating a lease agreement having as object the lease of a space with an approx. area of 1,800 sqm in Afi Palace Cotroceni, as part of the acquisition of “Pure Health & Fitness Club”, formerly “Pure Jatomi”. Negotiating a lease agreement having as object the lease of a space with an of over 9,000 sqm on Atlantis Fitness Centre - a prestigious existing SPA and health centre. Assisted on the lease of an existing fitness and health club in the French Neighbourhood district of Bucharest in view of opening a landmark SPA and fitness centre under the exclusive “W” by World Class brand – 4,600 sqm. Advised one of the leading real estate developers and investors in Central Eastern Europe, Futureal Management, with the acquisition of a land plot having over 15,000 sqm located within District 1, Bucharest, one of the main residential areas in the city, in one specific transaction. Futureal Management is seeking to acquire ownership right over plots of land permitting the development of sophisticated residential projects. Assisted Lefèvre Pelletier & Associés in respect of its client, the French automotive group Renault and its subsidiary Automobile Dacia SA, in relation to the lease of a built to suit research and design centre located on the same site as the Class A office building that we have assisted the client in leasing previously. The firm has worked closely with lawyers at Lefèvre Pelletier & Associés and lawyers in the Renault Legal Department on all matters pertaining to the drafting and negotiating of the lease agreement and a review of title. Advised ERP Targu Mures, one of the local subsidiaries of AEW Europe and the real estate division of BNP Paribas, in connection with the lease agreements concluded in relation to the premises within one of the largest shopping centres located in Targu Mures as well as with respect to related agreements required for the management and operation of the centre. As part of the legal assistance provided to ERP, the law firm was also granted the


Which Lawyer in Romania

mandate of drafting and implementing a new framework lease agreement to be used by ERP with all its future lessees. Some of the most important lease agreements executed within the target time frame include Smart Wash; H&M Romania, LC Waikiki; Diverta; Pepco; Noriel. Advising Complexul Multifunctional Victoria, one of the local subsidiaries of AEW Europe and the real estate division of BNP Paribas, with respect to all aspects concerning the lease of the premises within America House, one of the largest multifunctional business centres in Bucharest extending on 45,000 sqm as well as with respect to related agreements required for the management and operation of the building.Two of the most important lease agreements executed within the relevant time frame deals were the lease of a restaurant space to, FruFru, a fast growing and popular healthy food restaurant operating in Romania and the other one for a restaurant premises to Calif, a Romanian restaurant with oriental specific. Specialist lawyer: Silviu Stratulat.

TUCA ZBARCEA & ASOCIATII

Legal assistance to Carrefour Romania, in connection with the divestment of three stores in Braila city in view of meeting the structural behavioural commitments towards the merger clearance authority undertaken with respect to the Carrefour-Billa transaction. As such, lawyers have advised Carrefour on selling two supermarkets to Zanfir SNC Focsani and a third one to REWE Group. 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. Assisting Carrefour Romania SA in relation to the negotiation and signing of a 10-year lease agreement of a built to suit logistic facilities developed by Warehouses DePauw for the company’s online retail business. Assistance to BRD Groupe Societe Generale SA in relation to a €33.6 million financing granted to a real estate developer, for the refinancing of a landmark office building in Bucharest and other for the financing of other related costs. Assistance to a diversified agriculture group regarding all real estate related issues in connection with the Romanian farming business, comprising 14,000 ha of arable land. Specialist lawyers: Razvan Gheorghiu-Testa, Cristian Radu, Dan

Real Estate

Borbely, Catalin Baiculescu, Mihai Dudoiu.

VOICU & FILIPESCU SCA

Assisted a major regional retailer in their project aimed at closing-down the supermarkets operated under one of its two brands in Romania. While the locations of the closed supermarkets were owned by the client, all of them large-area commercial spaces, the retailer decided to use part of the surface of each location to open supermarkets under its second brand,under expansion and to attract lessees for the remaining areas. Assisted on the lease agreements with each individual lessee, retailers active in fashion, sports and pharma. Assisted the Romanian real estate subsidiary of a major European bank in their complex project for selling approx. 500 real estate assets including residential, industrial, commercial properties and regulated land plots and agricultural land. Over the past year, the law has conducted due diligence investigations on each individual asset, a total of 500, assessing ownership documentation and has completed the files of each asset to prepare such for sale. Assisted a major retailer active on the Romanian market, part of a Germany-based group active in 14 European countries, in a series of real estate acquisition projects, as part of the client’s current expansion project. Rendered services include conducting due diligence legal investigations on real estate acquisitions, negotiation and drafting of transaction documents, as well as assistance in completing transactions. Assisted a leading global provider of intelligence-driven information security solutions in connection with the negotiation and signing of a lease agreement for its subsidiary’s headquarters in Romania. Rendered services included negotiating and signing a lease agreement for its 3,000 sqm office space in an office buildings complex owned by one of the largest real estate developers active in Romania. Rendered services included assistance in negotiations, reviewing the lease agreements for a primary and a temporary location and assistance to signing. Further assisted it in negotiating and signing addendums to the initial lease. Assisted one of the most important real estate developers active on the local retail parks market, covering several Romanian cities, in connection with the refinancing process of the retail park located in Botosani by renegotiation of terms with the financing bank. Conducted due diligence investigations on the financial

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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. Specialist lawyers: Roxana Negutu, Marta Popa.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Advising the largest South Africa-listed real estate investment trust (REIT), which has total property assets valued at €100,4 billion, Growthpoint Properties, in acquiring 26.88% of Globalworth Real Estate Investments, Romania’s leading office investor and developer, for a total consideration of €186.4 million. Thr law firm was in charge of the due diligence over 14 companies and 19 properties owned in Romania by Globalworth group, as well as providing transactional advice. Advising CTP Group on a number of matters related to the development of three logistics facilities including the formal transfer of a number of permits, issued by the central aviation authority and county road manager, as a result of a transaction in the form of an asset deal; as well as advising on the filing for and obtaining of administrative consents from a number of public authorities involved in the building permission process, Ministry of Defence; Public Sanitation Authority; Water Management Authority. Advising Topmost Investments, a Cyprusbased real estate company, to acquire EEC Invest Imobiliare SRL, a Romanian real estate company. EEC developed and fully let one of the most appealing office buildings in the centre of Bucharest. Assisting Smartown Investments in the acquisition of insolvent office park Swan Office & Technology Park (which was under administration of Casa de Insolvenţa Transilvania), for €30.3 million, a price higher with 50 percent than the price approved by creditors. Advising one of the largest construction company for China, Newopen Real Estate Investment, in the acquisition of a plot of land surfacing 45,000 sqm in Bucharest (€5 million). Specialist lawyers: Ileana Glodeanu, Ciprian Glodeanu.

ZAMFIRESCU RACOTI & PARTNERS ATTORNEYS AT LAW

Legal assistance for Adidas Romania in negotiation of lease agreements in various shopping centres in Romania. Specialist lawyer: Laura Danescu. 


Which Lawyer in Romania

Competition

Competition

Measuring the performance of the Competition Watchdog

As one of the European Union fundamental principles is the development of a competitive market economy unified by commonly agreed rules, the importance of Romaniaâ&#x20AC;&#x2122;s legal and organisational framework for enhancing competition is of critical importance. Fortunately most agree that Romaniaâ&#x20AC;&#x2122;s performance in competition policy is year after year catching up with the EU practice.

S

till, there are some areas where Romania is lagging back and improvements are necessary, as shown in a report released by the World Bank. The report shows that state-owned e nt e r p ris e s an d g ove r nm e nt participation still play a dominant role in many important markets and sectors in Romania, controlling at least one firm in 14 key sectors of the economy and exhibiting a market share above 50% in at least one segment of network industries. 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. Active advocacy activities mainly focus on raising awareness of the importance of competition law but efforts need to be made to refocus activity on tackling anticompetitive regulation, expand advocacy to key groups within the government and implement alternative advocacy tools. A comprehensive reform program therefore is required at the national level, as well as within the Romanian Competition Council (RCC) as the

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key agency in guaranteeing healthy competition. Priority actions, further detailed in this report, include the following: improve the competitive environment by reducing the dominant role of the state in several economic sectors, provide space for a redoubled RCC focus on competition enforcement establish a new unit within RCC to target hard core anti-competitive behaviour take immediate steps, within the principles of the governmentâ&#x20AC;&#x2122;s unified pay system, to ensure a level of compensation to core RCC competition staff commensurate with their responsibilities in front of the


Which Lawyer in Romania

judiciary and private sector. For the competition practice, 2016 and 2017 were extremely intense with a very active regulatory authority, a record number of investigations and infringement decisions, as well as important changes in the legislation. How do law firm clients perceive the activity of the Competition Council? “The Competition Council has affirmed itself ever since a long time ago as one of the most active competition authorities in the European Union,” says Anca Buta Musat, Partner, Musat & Asociatii. “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. Not only the number of investigations opened and of decisions issued is relevant, but, rather, the qualitative level of the analysis made by the authority in these investigations. In this respect, the legislative changes made as a result of the constructive dialogue between lawyers, courts, authority and stakeholders who became much more involved in the past years come as a confirmation of the intention of all the parties involved to constantly increase the qualitative level of the arguments and the competition analyses. The large companies already present in the market are generally aware of the major effects which a sanction applied by the Competition Council may have, as well as of the fact that the Romanian authority is particularly active and involved. For the companies which have recently entered the Romanian market, it is, many times, surprising to find out about the degree of involvement of the Competition Council and the risks which the non-compliance with the competition rules in Romania may have. However, we have also had the surprise to meet clients who, upon the entrance on the market, told us that they already knew that the Romanian competition authority was particularly active and they have asked us to ensure a high level of compliance so as to avoid the risk of a sanction. We believe that a full awareness of the level of risk which the non-compliance with the competition rules generates will occur, however, only after the establishment of the claims in the cases of violation of the legislative provisions in the competition field.”

Competition

Anca Buta Musat, Musat & Asociatii

“The Competition Council has affirmed itself ever since a long time ago as one of the most active competition authorities in the European Union”

“2017 is actually an important milestone in the activit y of the Romanian Competition Council (the “RCC”), as it marks its 20-year anniversary. I would say that the past few years, not just 2016 and 2017, have been quite challenging for competition experts, as we have seen the national competition authority becoming more mature and increasingly active, particularly in terms of number of investigations and sector inquiries initiated or finalised,” says Georgiana Badescu, a Partner in Schoenherr Romania’s competition practice. “For instance, when terming the number of investigations finalised by the RCC, 2016 brought an increase by 19% against 2015 and not less than 56% against 2014. New investigations have been initiated both in 2016 and 2017, with more than 60% of the cases focusing on the most serious forms of infringement, such as cartels (i.e., agreements between competitors) and abuses of dominant position. The figures, particularly when translated into the level of fines applied by the RCC, are rather alarming and I believe they conveyed an extended level of awareness among companies on the need to comply with competition rules. These past couple of years have indeed also brought a consistent update of existing competition legislation, which is now generally aligned with the European

one. According to the RCC’s data, for example, leniency – rather recently introduced in the local legislation – has proven a very successful tool in closing several investigations, thus saving time and money for both the authority and the investigated companies. Against a very dynamic background, the natural reaction of our clients has been to keep the pace with all these changes and developments. Competition compliance has become a cornerstone for many companies, active in various industries – irrespective of whether they have been under the loop of the authority or not.” “In our view,” says Diana Crangasu, Senior Associate and coordinator of the Clifford Chance Badea Antitrust practice, “our national authority is aligned to the international trends, has close contact with and benefits from European peer support, especially from the European Commission. It often gets involved in public debates and recommends improvements of legislation from the point of view of competition rules. It also encourages good working relations with other regulatory authorities, while also displaying transparency and openness for constructive dialogue with the business environment. We see important efforts to educate companies nationwide by promoting competition principles in various seminars held by the authority in Bucharest but also

Georgiana Badescu, Schoenherr Romania

“The past few years, not just 2016 and 2017, have been quite challenging for competition experts”

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Legal Opinion

Compliance programs: the essentials by Remus Ene, Partner, Pachiu & Associates Importance Compliance with competition legislation is of paramount importance for all companies in present times. Why? Because failure to observe the legal requirements may result in: heavy fines, significant changes to the business models for the infringing companies, as well as increased reputational risks. A sanction imposed by competition authorities could significantly affect the standing of the infringing company on the market, changing the way it conducts its business for years to come. It is only logical that companies should put in place adequate mechanisms to avoid this outcome. The main course action embraced by most companies was the implementation of compliance programs. The aim of such programs is to minimize any potential competition law infringements or, in case that is no longer an option, to reduce the costs of such practices. As regards the latter aspect, it’s worth mentioning that the existence of an effective compliance program may be considered as a mitigating circumstance in case of competition infringements, the company being entitled to receive 5% to 10% reduction of the base level of the fine. Moreover, an effective compliance program may limit the exposure of the company by detailing the steps that the company must take in order to qualify for a reduction of or even an exemption from fines under the leniency programs implemented at both EU and national levels. Elements incorporated Usually, the compliance programs consist of one or more of the following: a compliance manual including the do’s and don’ts relevant for the company, periodical trainings for all or the most exposed employees, specific annexes to the individual labor agreements, permanent contact with specialized law firms for those situations outside the ordinary course of business. Of course, in practice, the compliance programs may vary from company to company, depending on several factors such as: the relevant markets the company is active on and the competition risks to which it may be exposed, its corporate culture, past dealings with competition authorities, etc.

Implementation Some companies take compliance programs very seriously, going the extra mile in making sure that they are effective, fully understood and of course correctly implemented by its employees. Other companies either don’t have compliance programs altogether, or they implemented them on a formal level, without them actually being able to reach the aims for which were initially put in place. There are several possible explanations for this situation, but, usually, they can be reduced to the following two: i. Local companies don’t see themselves at a real risk of infringing competition legislation, mainly due to a limited knowledge of how the law works and, sometimes, the easiness in dealing with competition concerns; ii. Compliance programs are formally implemented with the sole purpose of benefiting from the mitigating circumstance mentioned above in case of an investigation from the authority. Current situation: the Guide While in the past the Competition Council used to grant the mitigating circumstance if the company could prove that it has implemented a compliance program (without much importance of the content, suitability and effectiveness of the program), things are about to change. Recently, the Competition Council has put up for public debate the Guide on compliance with competition legislation. This document aims to present a set of good practices with respect to the drafting and successful implementation of a compliance program. Its importance is twofold: First of all, it systematizes the experience of the Competition Council with various compliance programs implemented by companies throughout the years. This will prove to be a very useful tool, especially for small and medium companies which do not have the resources or knowledge to implement a compliance program, by offering the basic structure of an effective compliance program. Of course, large companies will benefit from the document as well, as it will allow them to amend and adapt their

existing programs, in order to meet the expectations of the authority. Secondly, the Guide seems to be a departure from the traditional approach of the Competition Council of accepting formal compliance programs as a mitigating circumstance. From now on, the authority’s focus will be on how the program is adequate for the companies given the specific competition concerns applicable to them, and its effective implementation. In other words, it appears that the Competition Council will not be so quick in granting a 5% to 10% reduction of the base level of the fine merely for the existence of a compliance program. The company seeking to obtain the reduction of the fine will therefore have to prove that the compliance program observes all the requirements of the authority, that it is adequate for the activity of the company and that it has been effectively put in place. In conclusion, all companies, either big or small, should review their existing compliance policies and establish, update or amend, as applicable, their compliance programs so that they meet the new requirements detailed in the Guide. Failure to do so could translate into the ineffectiveness of the program, with all dire consequences deriving thereto, which could leave the companies exposed to liability for competition infringements.


Which Lawyer in Romania

Competition

Georgeta Dinu, NNDKP

“The market perceives the Competition Council as one of the most active authorities”

across the country; also in 2016 -2017 they issued best practices in public procurement procedures and even guidelines on compliance programs that companies could implement.” “The market perceives the Competition Council as one of the most active authorities, perception which is determined by its constantly strong track record. 2016 confirms this conclusion: 25 investigations and five sector inquiries finalised, 162 companies sanctioned, 13 investigations and five sector inquiries launched. Thus, at the end of 2016, the Competition Council had 35 investigations and 13 sector inquiries ongoing,” observes Georgeta Dinu, Partner and Head of the Competition practice area, NNDKP. “For the clients with a strong competition compliance culture the recent developments are not surprising, as they deal with similar policy enforcing efforts in other jurisdictions, too. There is however, sizeable anxiety as regards the Competition Council’s due process and transparency during investigations and especially as regards the outcome of such investigations, due to authority’s disquieting inconsistency in the recent years decisions. While on the short term, the more aggressive intervention of the Competition Council seems to pay off, such intervention comes with long term costs, as it sacrifices predictability, a pre-requisite for voluntar y compliance by the companies and its side effects - leniency filings, proper self assessment by the companies, better use of resources by the authority and the like. This unpredictability explains the subpar performance of the RCC in term of successful leniency filings, the unusual length of investigations and the rather often instances of RCC’s fines being slashed by the courts,” says Gelu Goran, Partner, Biris Goran. In 2016 and the first half of 2017, the RCC continued its vigorous investigation activity and involvement in the process

of drafting new pieces of legislation that might have competition law implications. “The litigation record shows the same spectacular winning record for the authority as in previous years, as the Romanian courts confirm the Council’s sanctioning decisions. Clients are even more aware of the need to comply and have become more interested in reaching settlements with the authority in order to reduce the fine, where sanctioning seems imminent,” says Raluca Vasilache, Partner at Tuca Zbarcea & Asociatii and Head of the firm’s Competition/Antitrust practice group. “The Competition Council is seen as a professional, well-regarded enforcement agency and companies allocate more energy and time for compliance programs,” says Adrian Ster, Partner, Coordinator of Competition Antitrust practice, Wolf Theiss. “Our clients, irrespective of their size and sector, see the RCC as one of the most active institutions in Romania and are increasingly aware of the activity of the RCC in their sector as well as of the legislative changes occurring.” He also observes that the main difference between the state of play now and 5 years ago is that everybody is concerned about competition law now, as opposed to only the largest, mostly multinational companies 5 years ago. 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. Since we do not have an exhaustive list of positions / offices whose conduct must be monitored, it stands to reason that, in order to avoid infringements, company personnel at all levels must become familiar with the limitations imposed by the competition law provisions. More succinctly put, compliance must become an intrinsic part of the company culture, and this requires a tailored compliance program, which takes into account the activity of the company and the specifics of the sector. From our experience, companies are not only willing to invest significantly in such a compliance program, but they are also keen to carry out internal competition law audits so as to ensure that their previous conduct was not in breach of the competition rules. Last but not least, the draft Competition Council guidelines reffering to internal compliance programs significantly raise the bar. Others agree that awareness has increased significantly over the past years. “Indeed, compliance is more important than ever,” says Diana Crangasu, Senior Associate and coordinator of the Clifford Chance Badea Antitrust practice: “Compliance programs help all parties –companies are better prepared in the field of competition law rules, infringements are largely prevented when individuals and companies are aware of the rules. We always advise clients to focus on compliance and prevention programs and we have seen increased development in these areas. “Overall,” says Crangasu, “our recent work has identified the following trends worldwide and they tend to apply in Romania as well: 1. Ever more sophisticated and increasing investigations and controls. This trend reflects the process of aligning all markets to international best practices, closer collaboration among national authorities, both at a

Gelu Goran, Biris Goran

“There is sizeable anxiety as regards the Competition Council’s due process and transparency during investigations”

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Which Lawyer in Romania

multi-jurisdictional level, but also among various regulatory bodies. 2016 saw its first European Commission investigation. Cartel enforcement remains strong. Enforcement against non- car tel infringements such as abuse of dominance is on the rise, particularly in Europe and Asia, and the healthcare sector is under global scrutiny. Looking ahead, syndicated loans could become an enforcement target. 2. Increased vigilance in M&A activity, as the market has picked up significantly and authorities are looking to prevent economic concentrations that might harm the business environment. At a European Union level, 2016 saw the largest number of deals that were blocked or subject to remedies, since 2008. There is also increased scrutiny over effects on innovation, on the background of concerns that takeovers might harm this area, especially in concentrated markets. 3. The risk of record fines especially in cartel cases makes more companies apply for leniency as part of the settlement procedure.” It remains to be seen what happens in the near future, as Romania has recently implemented the European Commission Directive on Antitrust Damages Actions. As a result, a company penalised with a lower fine by the Commission might risk paying higher damages to injured parties that decide to take the company to court. This is a downside of the settlement procedure which could lead to a decrease in companies applying for leniency in the future. Competition compliance audits and trainings are now part lawyers’ daily work as they try to minimise the risks arising out of competition issues. “Generally, it is better to prevent than to cure and this principle is fully applicable in the competition field. The majority of our clients has already implemented compliance programs and continuously invests in training programs for instructing their employees on competition matters. We definitely encourage the implementation of the competition compliance programs at the companies’ level and we dedicate lot of work in our competition department advising our clients on how to prevent,” says Madalina Constantin, Managing Counsel, Dentons Europe - Todor si Asociatii. Along with RCC’s visibilit y, the

Competition

Remus Ene, Pachiu & Associates

“If we refer to large or multinational companies, competition compliance is an integral part of their corporate culture”

companies’ interest in observance of antitrust law and prevention of any antitrust breaches also increased. Under this context, the companies are much aware of the fact that understanding the competition law requirements is essential for any businesses. “All this increased the role of the competition lawyer which is now seen as having a vital role in the business life of the companies not only where major decisions are to be taken, but also in the day by day activities,“ believes Mihaela Ion, Managing Associate Popovici Nitu Stoica si Asociatii: The companies are therefore very interested in implementing effective competition compliance programs enabling them to prevent both reputational and/or financial damage. As the Competition Council has recently published a proposal for specific guidelines on requirements of an effective competition law compliance programme, 2017 will be characterised by the companies’ actions for tailoring their internal program by considering RCC’s recommendations. By considering the Council’s priorities for 2017-2020 made public on its website, the number of RCC’s preliminary analyses and sectorial investigations will increase mainly in the markets considered by RCC as prone to anticompetitive practices (market with reduced number of players and reduced competitive pressure, public bids/procurement markets, railway transport market etc.). “If we refer to the investigative component of the RCC’s work, it is anticipated that the second half of 2017 will bring the finalisation of several sector inquiries (e.g., management of surface waters, natural gas, multi-play package communication services, exploitation of natural mineral waters) and investigations for potential breaches (e.g., insurance, tourism, consumer products retail) “ says Georgiana Badescu, a Partner in Schoenherr Romania’s competition

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practice. Interestingly enough, and similarly with other competition authorities across other jurisdictions, the RCC also appears to start focusing on the preventive component, by publishing guidelines on the standards that competition compliance programs implemented by companies should meet. Prevention is therefore being actively promoted by the RCC and is, in my view, instrumental for all companies, irrespective of the size, industry or turnover,” adds Badescu. This trend followed by the RCC is expected to generate a bigger interest by companies to either review and audit their existing compliance programs, or adopt such programs and ensure a proper and continued training of their employees.” “Compliance with competition legislation is twofold,” argues Remus Ene, Partner, Pachiu & Associates. “If we refer to large or multinational companies, competition compliance is an integral part of their corporate culture. They have specialised internal departments and compliance manuals in this regard, they organise periodical trainings for all or the most exposed employees, and have access to highly specialised external law firms to guide them through any situations out of the ordinary course of business. However, this does not automatically guarantee immunity from infringements of competition legislation. To the contrary, the existence of such complex mechanisms may lead to a certain “lessening” of attention and required due care in dealing with sensitive aspects, which may lead to competition infringements. Moreover, due to their own success, large and multinational companies are more likely to be targeted by investigations of the regulator, given that any actions of such companies are more likely to generate significant effects on the markets. Small and medium companies, on the other hand, do not have the same


Which Lawyer in Romania

Competition

Paul Buta, Musat & Asociatii

“We believe that the competition authority will maintain its involvement level in 2018 and it will start new investigations”

resources to implement complex compliance programs. Moreover, to a certain extent, these companies don’t even realise that some of their business practices may be susceptible of infringing competition legislation. Business decisions which are commercially sound and justifiable from an economic point of view, in the interpretation of the entrepreneur, may prove to be flagrant violations of the law. Nevertheless, irrespective of size and market share, the consequences of an investigation initiated by the Competition Council, even if successfully defended, cannot be overlooked, putting a significant pressure on the resources and business model of the company. The reputational risks are also an important aspect to factor in. For these reasons, we have always advocated to all our clients, irrespective of size, to be proactive in identifying the main competition challenges that they may face in their activity and to constantly train their personnel, in order to ensure compliance with competition legislation. This is even more actual now, taking into consideration that the Competition Council has put up for debate a draft Guide with respect to compliance programs, describing in detail the expectations of the authority on this subject,” says Remus Ene. Paul Buta, Partner at Musat & Asociatii predicts that 2018 will bring first of all the completion of some investigations on which the Competition Council has been working for around 2-3 years, among which some which announce to be extremely interesting from the point of view of the facts analysed and of the possible redefining by the authority of some markets on which the authority has already given its opinion. “These decisions of the authority are opportunities for it to update its vision on the respective markets and to give the participants a clearer understanding of the way in which, from the competitive point of view, the Council understands

the functioning of these markets. We also believe that the competition authority will also maintain its involvement level in 2018 and it will start new investigations, mainly targeting fields like energy, natural resources and fuels, retail of consumer products (including online) and the road infrastructure constructions (and the related products and services). We also believe that the authority will continue to express its interest in the services for the utilisation of transport infrastructure (especially sea and air), an aspect which may lead to the opening of new investigations concerning different markets which are closely connected to them,” adds Paul Buta. Looking to the Competition Council’s next investigation targets, Adrian Ster, Partner, Coordinator of Competition Antitrust practice, Wolf Theiss says that predicting the future is always a difficult and often thankless endeavour. “Having said that, for 2017 we see the following: the Competition Council will focus on the IT sector (software / online / technology) following the lead of the European Commission and of other national competition authorities.We will see the first batch of claims for private damages both from end consumers and, perhaps more interestingly, commercial partners. We will see more European Commission investigations targeting Romanian companies for competition law infringements,” believes Ster. As Romania is part of a global economy, multi-jurisdictional investigations are indeed a global trend, this is affecting

clients in Romania as well. The regulatory authorities are working closely with each other, they exchange information and know-how, ideas and approaches, and this triggered a larger number of multijurisdictional investigations in recent years. “This is why we are constantly advising clients to be vigilant for all countries where they are active and make sure they are aware of the implication of their global operations and comply with the local legal requirements at all time,” says Diana Crangasu, Senior Associate and coordinator of the Clifford Chance Badea Antitrust practice. There is an active cooperation between the national competition authorities. This results in some cases and investigations being mirrored also in Romania. “We are heavily involved in some sector inquiries which have originated at the level of the European Commission and spread to the national competition authorities. In addition, we have seen cases which were similar to some already dealt by other authorities (see for example, the pharma restrictions on parallel trade, price fixing in the retail sector, etc.),” says Catalin Suliman, Partner PeliFilip. As the Competition Council is a member of the International Competition Network and European Competition Network, many of the RCC’s law enforcement actions target the markets and practices already considered by other agencies as being sensible from antitrust perspective. “Also, in its sanctioning decisions RCC invokes, as supporting argument, previous decisions issued by other EU antitrust agencies with respect to similar breaches on the same product markets (e.g. within the decision issued in 2015 on the retail market, the Competition Council invoked a previous decision and further guidelines issued by Bundeskartellamt),” argues Mihaela Ion, Managing Associate, Popovici Nitu Stoica si Asociatii. Georgiana Badescu, a Partner in Schoenherr Romania’s competition

Diana Crangasu, Clifford Chance Badea

“We are constantly advising clients to be aware of the implication of their global operations and comply with the local legal requirements at all time”

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Which Lawyer in Romania

Competition

Adrian Ster, Wolf Theiss

“There have been a number of sectors, where the RCC activity overlapped with the activity of other competition authorities in the region”

practice says that national competition authorities have a constant working stream and exchange of information via the European Competition Network. This creates the natural hub for multiple parallel investigations to be opened by various authorities, to the extent they share the same competition concerns. “Generally, whenever a client is already under investigation in one or several jurisdictions, it becomes more alert of potential risk areas and usually takes on a full-fledged assessment of the status of competition compliance within the local companies or subsidiaries,“ adds Badescu. “If we are looking at European level, we may find cases when similar investigations were conducted by different national competition authorities, with impact on multinational companies. However, we cannot state that we have noticed an ascending line in this respect,” believes Madalina Constantin, Managing Counsel, Dentons Europe, Todor si Asociatii. Others, such as Gelu Goran, Partner, Biris Goran believe the Council’s cases are locally ‘specific’ and not prone to be the object of multi-jurisdictional investigations. “No, the Competition Council is generally either pursuing plain vanilla competition restriction cases where the parties documented their market conduct, many times without knowing that their actions are in breach of the law, or pursuing unusual cases, with rather creative theories of antitrust harm,” says Goran. Anca Buta Musat, Partner at Musat & Asociatii says that “basically, the existence of simultaneous investigations in several jurisdictions in the European Union is less likely due to the institutional architecture of the competition authorities in the EU member states, gathered in the European Competition Network, and which implies that the investigation of anti-competitive practices should be made by ensuring the efficient and homogenous application of

the competition rules. In this respect, there are several rules for granting competencies which aim to ensure an efficient labor division and the investigation of anti-competitive deeds by the better placed authority. Also, the initiation of an investigation by the European Commission deprives the other authorities in the member states of the possibility to initiate a parallel investigation. For these reasons, the cases when there are such parallel investigations in several jurisdictions and which concern the same anti-competitive deeds are quite few,” adds Buta. However, it can be easily noticed that the investigation directions adopted by the European Commission are also closely followed by the Competition Council, a recent example in this respect being the sectoral investigation related to electronic trade. Although this type of market knowledge investigation does not entail the application of sanctions, most of the time the competitive concerns identified by the authorit y within these investigations are subsequently deepened through actual investigations following which the Council tries, by sanctioning active enterprises on the market investigated, to correct those behaviours which it has identified as being harmful. “As a general rule, the RCC actions are a response to developments on the Romanian market, but there have been a number of sectors, such as online sales, insurance, pharma etc., where the activity of the RCC overlapped with the activity of other competition authorities in the region – Hungary, Bulgaria etc. To some extent we attribute this to the closer cooperation between competition authorities but, a more accurate explanation might be the similarities between the different markets in the region. In practice, we leverage our regional presence and expertise to ensure that our clients’ interests in Romania are better protected taking into account the activities of the

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neighbouring competition authorities and of the European Commission,” says Adrian Ster, Partner, Coordinator of Competition Antitrust practice, Wolf Theiss. Usually, competition legislation infringements are investigated at EU level, whenever the alleged infringements are capable of affecting trade between Member States, or at national level, when the investigated agreement or practice is susceptible to affect competition only on the territory (or part thereof) of only one Member State pointed out Remus Ene, Partner, Pachiu & Associates. “There are few investigations currently being instrumented by the European Commission targeting Romanian companies (see the investigation initiated against Transgaz for a possible abuse of dominant position). Although national competition authorities are in permanent contact with a view to correct competition dysfunctions, they usually decide on their enforcement policies based on the market conditions of each country. A policy priority in one country may be of low or no interest to another national authority given the specific market structure and local factors in the second country. Nevertheless, any investigation opened at EU level against a company active in several jurisdictions, Romania included, is likely to affect the business throughout all jurisdictions. The ramifications of a sanctioning decision issued by the European Commission extend much more than the application of a significant fine. As a rule, the targeted undertakings reform and adapt their business model in order to ensure that the events which lead to the violation of competition legislation will not occur in the future. This could mean behavioural changes as well as a form of structural adaptation, with long lasting effects on the business model,” adds Remus Ene. As fines are sometimes an inevitable outcome of an investigations, there is work to do for lawyers in claims for compensation from companies that have been sanctioned by competition authorities. The recent transposition of the Private Damages Directive 2014/104/EC should have encouraged private damages claims and put the claimant in a more favourable position regarding the claiming of damages. However, the experience reality shows that it takes both time and awareness to reach that


Which Lawyer in Romania

Competition

Catalin Suliman, PeliFilip

“Having a very active authority would lead to an increased number of cases in front of the relevant courts”

goal. “For the files we are handling,” says Georgeta Dinu, Partner and Head of the Competition practice area, NNDKP, “litigation continues to be, in the majority of cases, the natural outcome of a sanctioning decision imposed by the Competition Council - for example, we usually have approx. 10 ongoing investigations, and 5-7 ongoing competition litigation files.” This remains true even if, at the level of the entire market, 2016 has brought a record number of acknowledgments (and consequently no court challenge) - more than half of the companies sanctioned. This can however be explained by the large number of sanctions for vertical restraints imposed in 2016 (57%), easy to prove and very difficult to challenge, since they are usually agreed through express contractual clauses. As to claims for compensation, while they are yet in a very incipient stage, one may expect developments in the context of the transposition in the Romanian legislation, in June 2017, of the Private Damages Directive (Emergency Government Ordinance 39/2017). In this context, we note a provision which is in addition to the Directive - when setting the fine, the Competition Council may hold as mitigating factor the payment of damages as a result of alternative dispute resolution, or the existence of such a payment mechanism for the persons harmed by the anticompetitive practices. “Almost all the sanctioning decisions issued by RCC are challenged by the companies in courts,” says Mihaela Ion, Managing Associate, Popovici Nitu Stoica si Asociatii. “Even if Romania has recently implemented the Directive 2014/104/EU on antitrust damages actions, we do not expect it to have an immediate impact on the number of private claims, the companies being reluctant in initiating such court actions mainly because so far, they are

perceived as involving complex, long and expensive litigation proceedings providing little economic benefit to plaintiffs.” “Competition litigation, aimed to generally reverse fines imposed by the RCC, has increased during the past years pro-rata with the number of infringement decisions. As a rule, companies not relying on leniency do challenge RCC decisions in front of the competent courts of jurisdiction,” says Georgiana Badescu, a Partner in Schoenherr Romania’s competition practice. The number of disputes in the competition field depends, to a large extent, on the number of the decisions issued by the Competition Council. What can be noticed is that, following the authority’s policy on recognition, a decreasing number of enterprises sanctioned challenges the Council’s decisions in court. Anca Buta Musat Partner, Musat & Asociatii notes that “although beneficial on short term for the enterprise sanctioned, the recognition exclusively made for financial reasons has, however, an important social cost: it removes the possibility of the judicial control of the authority’s activity and may lead to a decrease of the qualitative level of its decisions and to the consolidation of decision-making practices which may be unclear or even incorrect and which affect on long term the entire company, including the companies which have chosen to make the recognition. For this reason

also the specialised legal assistance is imperative for a correct and complete evaluation of the rigour of the analysis made by the authority. Regarding the claims, we expect that the potential gain which these imply (for example last year it was estimated that the damages requested as a result of the European Commission’s decision concerning the cartel of truck producers will be of €100 billion) determines an increasing number of potential claimants to explore this possibility. The level and evolution of the number of these actions will however depend on the degree of success in court of the first such claims.” “Claims for compensation (or so-called follow-on damages) have not been common at all in Romania, although the legislation made available specific courses of action for third-parties to seek damages for a competition breach, as ascertained under an infringement decision. However, the Private Damages Directive, which sets out detailed procedures to take on such actions, has been recently implemented in Romania. In this context, it is predictable for a number of new cases to be lodged with Romanian courts, whereby harmed parties seek the recovery of damages incurred further to a competition infringement. This will be an interesting development for competition experts, as well as for local judges and presumably affected companies,” adds Badescu. This is indeed a possible outcome following the implementation of the related European Directive in a large number of countries across Europe. However, there are some rules and conditions that need to apply in cases where claims for damages are registered with the courts. Indeed the new legal framework is more helpful for this type of litigations, and in other countries they are more numerous than in Romania but we could see a different situation in the next years. “Action for damages are scarce, not only in Romania, but at EU level as Georgeta Dinu, NNDKP

“Litigation continues to be, in the majority of cases, the natural outcome of a sanctioning decision imposed by the Competition Council”

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Which Lawyer in Romania

well,” says Remus Ene, Partner, Pachiu & Associates. “However, things may change in the future, as Romania has recently transposed into its legislation the EU directive on antitrust actions. The newly enacted legislative framework is aimed at facilitating access to full compensation for all entities affected by EU and Romanian competition legislation infringements. Without going into many details, it’s worth noting that the new legislation simplifies access to evidence (including by establishing a presumption that a final infringement decision of the Competition Council constitutes full proof before the courts that an infringement has occurred), sets out clear and ample limitation periods for bringing actions against the infringing undertakings, and establishes the joint and several liability of participants in infringements towards

Competition

any victims. Given the above, it is expected that actions for damages will become more frequent in Romania, thus giving weight to private enforcement of competition legislation which should, in the end, increase competition and consumer welfare,” adds Remus Ene. Catalin Suliman, Partner PeliFilip shares the view that private damages would be a focal point in the future. “We expect to see claims form various players on the market and complex defence strategies being made in respect to compensations resulting from competition rules breaches. Also, having a very active authority would lead to an increased number of cases in front of the relevant courts.” “At this moment, there is certain, palpable appetite to seek private damages from cartel transgressors, but not in Romanian courts,” argues Gelu Goran, Partner

Biris Goran. “This happens due to the unpredictable outcome, length and costs of litigation in Romanian courts, and the delay in transposing the Directive. Also, the high profile Competition Council cases sanctioned anticompetitive conduct at retail lever where consumers were harmed and the latter clearly do not have resources and inclination to pursue competition litigation in courts. For these and other reasons, we do not really expect an uptick in private damages claims. There are, however, instances of Romanian companies, harmed by EU wide cartel cases pursued and sanctioned by the European Commission, assigning their claims to parent companies or special litigation vehicles abroad so the latter would seek damages in more predictable and litigation friendly jurisdictions,” says Gelu Goran. 

Most representative projects BIRIS GORAN

Ongoing advice to Procter & Gamble, JTI, Red Bull, Profi, Cramele Recas, Cristim and Farmec on competition matters ranging from dominance, pricing and discrimination, to distribution, information exchange, market intelligence and category management. Assisting Publicis Groupe in an ongoing Romanian Competition Council investigation for alleged failure to notify and seek clearance from the antitrust authority as well as breach of standstill obligation following the acquisition of Zenith Media Communications, a Romania leading media buying agency. Advising LafargeHolcim in the Co mp etitio n Co uncil s e c to ral investigation of the construction materials market as well as on large number of various competition matters, among which we note assets swap and cross sales with competitors, back up RMX supply agreements, overhaul of distribution system and long term supply agreements. Ongoing representation of Ameropa Grains in the context of a cartel investigation for alleged pricefixing opened in August 2013 and carried out a detailed antitrust audit on all of Ameropa Grains’ business lines to detect potential violations and propose

remedial measures. Represented Weatherford, a leading global oil field services group, and secured full immunity in a leniency application for bid-rigging arrangements in the energy sector. This was the first leniency case of the Competition Council and lead to multimillion fines for the other participants. Specialist lawyer: Gelu Goran.

BOGARU, BRAUN NOVIELLO SI ASOCIATII

Assisting one of the world’s leading credit insurance service providers in connection with the adjustment and applicability of the specific products to the Romanian insurance laws. Legal assistance to an international company with relation to the setting up of a branch in Romania. Acting for international aircraft lessor in relation to leasing to a local flag carrier airline including reviewing insurance requirements and policy documentation.

BOHALTEANU SI ASOCIATII

Advised Teraplast SA , a Romanian company listed on the Bucharest Stock Exchange, one of the largest PVC processor in Romania and one of the leading producers of materials for installations and constructions

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market. in connection with the merger control notification with the Competition Council, in the context of the acquisition of 50% of the shares of Depaco, one of the biggest Romanian players in the metallic tiles market. Advising Novo Nordisk, one of the largest life sciences companies in the world, on various competition law issues, including in the relationship with the wholesalers and legal assistance in the sector inquiry. Assisting Colgate-Palmolive one of the largest global consumer product companies with revenues exceeding $16 billion, on various competition law issues, such as category management agreement. Advising Covi Construct 2000 SRL, a Romanian natural gas player, on the notification for the merger control in front of the Competition Council. Specialist lawyer: Daniela Milcuescu.

BONDOC SI ASOCIATII

Assisted Dante International SA, owner of eMag retail online platform, in connection with the preparation and submission of the merger filing for the acquisition by Dante International of control over online retailer PC Garage, horizontal acquisition with complex


Which Lawyer in Romania

antitrust issues. Assisted Mid Europa Partners in connection with the preparation and filing of a merger control notification with the Romanian Competition Council, in relation to the acquisition by Mid Europa of sole direct control over the Profi retail chain of stores. Providing advice in connection with various antitrust issues related to the acquisition. A s sis t e d B e d min s t e r C a p it a l Management LLC in connection with the selling by Bedminster Capital to Affidea Group, of its participation in Hiperdia SA, one of the largest imagistic clinics in Romania, 23 imagistic centres, as well as with the complex merger filing with the Competition Council and obtaining of a clearance decision subject to complex divesture commitments. Assisted Flanco Retail SA in connection with the investigation launched by the Competition Council in the retail sector in Romania. The investigation in question has implied a very extensive and complex analysis of the particularities of the retail market in Romania and also the developments as regards the online selling channel. Assisted Netcity Telecom, Netcity is the underground optical fibre telecommunication network in Bucharest, in connection with an innovative project and one of the largest investments based on a public-private partnership, Netcity concluded a concession agreement with the City Hall of Bucharest for a period of 49 years.

CLIFFORD CHANCE BADEA

Advising a major industrial company on the antitrust investigation launched by the Commission in Romania that included the first dawn raids made in Romania by the Commission, assisted by the teams of the Romanian Competition Council. Advising Abris Capital Partners on the multijurisdictional clearances of the acquisition of waste-management business Green Group. The Bucharest antitrust team assisted the private equity fund Abris Capital Partners on the multijurisdictional clearances of the acquisition of waste-management business Green Group operating in several locations in Romania, as well as in Serbia, Macedonia and Germany. The legal team in Bucharest conducted the proceedings in front of the Romanian Competition Council for obtaining a swift clearance, one month and 15 days from filing, and supervised the filings in

Competition

Germany, Serbia, FYROM Macedonia conducted by Clifford Chance offices and local counsels, all clearances obtained in approx. 2.5 months from filing. Advising NEPI in relation to the comp etition-related asp ects of its multibillion euro CEE merger with Rockcastle. A cross practice multijurisdictional team led by the legal team from Bucharest office advised South-African investment fund New Europe Property Investments in connection with its multibillion euro CEE merger with Rockcastle Global Real Estate Company Limited. The Bucharest antitrust team advised on the antitrust implications of the transaction as well as on the necessity of filings in several jurisdictions. The transaction involved the combination of two real estate businesses listed on 3, EU and non EU, stock exchanges, with businesses and assets in 12 EU and non-EU jurisdictions. The deal leads to the establishment of the largest CEE retail real estate company, and one of the top in continental Europe. Acted as legal advisor to Affidea Group on the specific competition impact of the transaction and on the merger clearance for the acquisition of Brasov-based Hiperdia network, one of the main providers of diagnostic imaging services in Romania. The transaction was the largest deal of 2016 in the sector of medical services. The authorisation decision was subject to commitments by Affidea to sell four Hiperdia centers located in Cluj, Arad and Hunedoara counties. There are very few transactions in Romania that involve mergers of competitors and this is one of the eight competition approvals subject to commitments until now. The addition of Hiperdia to Affidea’s network expands the company’s footprint in the medical services sector - 36 centres countrywide in 19 out of 41 counties, with 800 professionals. Assistance to an insurance company in relation to the ample investigation launched by the Competition Council and targeted to the main insurers active on the Romanian market.The authority dawn raided several headquarters of the insurance companies but also their professional association UNSAR. Specialist lawyers: Daniel Badea, Diana Crangasu, Andrei Caloian, Laura Mancila, Nadia Badea, Radu Costin, Nick Fletcher, Radu Ropota, Gabriela Oprea, Simona Neagu.

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CORINA POPESCU LAW OFFICE

Claims and statements of defense formulated before the Competition Council or before Romanian Courts for various companies acting in different fields of industry. Specialist lawyer: Corina Popescu.

DENTONS EUROPE TODOR SI ASOCIATII SPARL

Advising and successfully representing the client in obtaining the annulment of the €5 million fine imposed by the Romanian Competition Council to Real Hypermarkets. Successfully assisting Metro and Auchan in structuring and implementing the first ever joint acquisition project in Romania. Assisting Certasig in the investigation initiated by the Romanian Competition Council on the insurance market and involving all major insurance companies active on the market. Assisting multinational healthcare provider with the restructuring of its business in Romania towards a distribution model.

D&B DAVID SI BAIAS SCA

Sonae Sierra asked the legal team to make a comprehensive guideline to be applicable to the entire group and to cover all activities thereof. The challenge is understanding such a big group of companies and infusing all legal peculiarities so as to draft and deliver a single easy to understand and complete guideline instrument. Vienna Insurance Group, Asirom/BCR Asigurari de Viata/Omniasig, The Competition Council’s investigation concerns an alleged infringement of the provisions of art. 5 para. (1) of Competition Law and of the provisions of art. 101 para. (1) of the TFEU, by way of an exchange of sensitive information between Xprimm, the undertakings which are members of the National Association of Insurance and Reinsurance Companies in Romania-“UNSAR”, UNSAR itself, and other insurance companies. The team has been involved in various meetings with the Competition Council representatives and members of the VIG Group in order to discuss the possibility to make an application of the commitments procedure in relation to the Investigation. As a separate highlight of the assistance so far they have also been actively involved in identifying economic arguments which would


Which Lawyer in Romania

serve to demonstrate that any alleged exchange of information between the parties did not have an anticompetitive object, could not be used to implement any tacit collusion and did not have any anticompetitive effects on the market. Close ongoing collaboration with UPC Romania in various competition issues, such as assessment of distribution of channels contracts, competition compliance and day-to-day assistance. Providing legal assistance and representation to UPC concerning the economic concentration consisting in the outsourcing of its network maintenance services to Huawei. It is for the first time in Romania the competition authority is notified which such an operation, which is close to its successful ending. The legal team have also been involved in a major project concerning successfully lodging a complaint before the Romanian Competition Council for the alleged abuse of dominant position of a high profile TV channel by tying and bundling anticompetitive practices. The complaint was used as a trigger by the Competition Council which launched a formal investigation against the dominant. The investigation is currently ongoing and the law firm’s continuing to assist UPC in its efforts to demonstrate the abuse of dominance committed on the Romanian market. Succeeded in closing the investigation for Cargill/Nidera/ADM/Glencore concerning an alleged exchange of sensitive information against these companies. After the very lengthy investigation period which included dawn raids, months-long forensic sessions on management’s computers, interviews with the Competition Council and multiple information requests to both investigated companies and their respective parent companies, the Romanian competition authority decided to close the investigation with zero fines for the investigated undertakings. Closed January 2017. Apart from currently assisting Pfizer with day-to-day legal advice on competition matters, also provided legal assistance in specific pilot projects. Ongoing Specialist lawyers: Sorin David, Bianca Naghi, Manuela Guia, Otilia Vilcu.

GRUIA DUFAUT LAW OFFICE

Advised an important company during an investigation conducted by the Competition Council in its sector. Assisted an important company before

Competition

the Competition Council in relation to the sale operations of its production facilities. 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. Advised an important company during an investigation conducted by the Competition Council in its sector. Specialist lawyers: Loredana Van de Waart, Gabriela Popescu, Cristina Bojica.

LEROY SI ASOCIATII

Assisted Lactalis, one of the largest dairy producers worldwide, with the merger control proceedings relating to the acquisition of a major Romanian player on the dairy market, Albalact. This was a highly scrutinized case, because of the importance of the economic sector concerned and because the target company Albalact was listed on the Bucharest Stock Exchange. Advised the French group Yves Rocher on the acquisition of 100% of the share capital of Cosmetiques de France, owner of the Yves Rocher franchise in Romania, operating 40 stores. Drafted the notification of this economic concentration operation and submitted it to the Romanian Competition Council to get merger clearance and handled all the other competition related aspects of the deal. Advised Orange and Groupama with the merger control proceedings in Romania relating to the acquisition of the joint control, by Orange and Groupama, over Groupama Banque, a French company active in the banking sector. Advised Lactalis, one of the largest dairy producers worldwide, with the merger control proceedings relating to the acquisition of Covalact, a prominent Romanian diary producer. Advised Sonya Mod, an emerging Romanian manufacturer of cosmetic products which has established a nationally recognised cosmetics brand, Melkior, in the context of their envisaged international expansion, by drafting and negotiating customised distribution agreements to be entered into by Sonya Mod with distributors and business partners in various European and Middle Eastern countries. Specialist lawyers: Bruno Leroy, Eleonora Udroiu.

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MARAVELA | ASOCIATII

Representing Chimcomplex in all competition matters pertaining to the purported acquisition of business unity Oltchim, a leading CEE chemical produces, competition work includes: assessment of the ongoing State aid investigation against Oltchim and related matters including exchanges with the European Commission in-depth assessment of State aid recovery risks, strategy to avoid economic continuity and to configure client’s position in the bid from a competition law perspective; assessment of competition compliance regarding envisaged partnership and financing for the purpose of the bid; forthcoming merger control procedure following prospective acquisition of the core operational assets; advising on competition compliance re. due diligence bidding process and transaction documents involving the client. Assisting leading Japanese company specialising in the field of wireless electronics for the communications industry and electronic marine, and its European subsidiary on all aspects of the investigations initiated by the Romanian Competition Council against the Clients and several other distributors of Japan Radio Co. for suspected antic-competitive agreements breaching European Union and Romanian competition law; compliance with European Union competition law, including the revising of the specialised competition compliance policies for distribution and after sales divisions, the drafting of the competition compliance manual to be implemented at the group level, assistance in the implementation thereof. Assistance regarding all competition aspects pertaining to the prospective sale of a leading Romanian frozen foods producer, in a complex bidding process involving multiple bidders. Competition related legal work includes antitrust compliance in the bidding process, competition compliance vendor’s due diligence, assisting the client in addressing competition related questions throughout the bidders’ due diligence, ensuring compliance of the transaction documents with competition rules and assisting the client in the merger control filings. Advising a business infrastructure development company in partnership with a local authority on State aid law implications of assets and capex


Which Lawyer in Romania

contributed by local communities for the development of a 50 ha industrial park. Legal assistance included all relevant aspects such as assessments, strategy, exchanges with the Competition Council and fulfilment of relevant State aid procedures. Advising one of the leading Romanian healthcare providers regarding merger control, economic concentration, requirements related to its prospective acquisition by the largest healthcare services provider in Romania. The matter was important due to the size of the parties and complexity of competition work stemming from a transaction between competitors in the highly specific field of healthcare services. Specialist lawyers: Alina Popescu.

MUSAT & ASOCIATII SPARL

Assisting Transavia SA, a top Romanian producer of poultry and meat products with respect to the Competition Council investigation of potential anticompetitive agreements concluded between several retail chains amongst which Auchan, Carrefour and Kaufland and their suppliers of food products. The work consists in assisting Transavia during the administrative phase of the procedure before the Competition Council, also including fast-response to the dawn raid carried out at the company’s premises and in a potential forensic procedure to be undertaken by the investigation team. The matter is relevant as this is the second investigation conducted in the food retail sector by the Romanian Competition Council and it entails assessing an overwhelming amount of data and information in order to identify risks for the client, and tailor avenues for mitigating such risks. Assisting Servier, the largest French pharmaceuticals producer and its Romanian subsidiary Sermedic, in various matters related to its distribution system, including the potential setting up of an emergency supply system for several of its products sold on the Romanian market whose prices may be affected significantly by changes of the Romanian price regulation legislation. The assessment had to consider the risks that the price decreases would generate for the Romanian patients and the possibility to address them in such a manner as to comply with the competition law requirements and the delivery of a sufficient quantity of products for Romania so as to comply

Competition

with the specific sector requirements. The matter is highly important in the current pharmaceutical landscape in Romania as it is meant to insure access of patients to important medicines in light of the hotly debated and much mediatized lack of medicines in the market due to price decreases and other regulatory interferences on the market. The legal eam was called to assist in designing and insuring compliance from a competition law perspective of the project. Specialist lawyers: Anca Buta Musat, Paul George Buta, Manuela Lupeanu, Razvan Pele, Ioana Varga, Dan Minoiu, Mateea Codreanu, Sandra Olanescu, Razvan Pele.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Court challenge of Romanian competition authority’s sanctions in the food retail investigation, representing 6 different companies, both retailers and suppliers, in separate court files. Representation of a company active in the sector of electricity meters and ancillary measuring equipment, part of a major international group, in the competition authority’s investigation regarding bid rigging on the market of production and sale of electricity meters and ancillary measuring equipment. Assistance of a company active in the sector of fire detection and voice alarm products and systems, part of a major international group in the competition authority’s investigation concerning private security agencies. Representation of a media company in the competition authority’s investigation into a possible abuse of dominance, through financial terms granted to commercial partners. Representation of a medical services provider in the competition authority’s investigation concerning relationship with stem cells banks on the market of private hospital maternity services. Specialist lawyer: Georgeta Dinu.

NOERR

Assistance for an Austrian property development company based in Vienna that operates in Eastern and Central Europe during the merger control procedures with the Romanian Competition Council in view of obtaining relevant clearance with respect to the acquisition of a specialist in office properties in Central European capitals and, indirectly, the control over the relevant Romanian subsidiaries. The transaction was cleared by the RCC in

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July 2016. Advising a German global discount supermarket chain regarding the purchase of 2 discount stores. The complexity of the transaction was merely driven by the size of the players involved and by the necessity to perform a preliminary notification with the RCC for obtaining the clearance of the transaction. Advised the retailer during the merger control procedures and filed the notification form with the RCC. Ongoing assistance provided to a global, research-driven pharmaceutical company during the Competition Council investigation on pharma market, started in 2013, representation in front of RCC / providing further explanations regarding the business relationship of the client with various wholesalers and its distribution model. The RCC investigation ended in June 2016 when the RCC issued the investigation report. Further comments and remarks have been prepared and sent to the RCC on the basis of this report. The report has been further revised by the RCC and an updated version was published in March 2017. Advice on all relevant competition issues with respect to its business activities in Romania, including assessment upon feasibility of alternative distribution models such as “direct to pharmacy”, reduced number of distributors and discount scheme, promotional campaigns mechanism. Competition compliance and dawn-raid procedure trainings are performed yearly for the management. Assistance and legal advice for a leading European retail chain on all relevant competition issues with respect to its business activities in Romania, e.g. disputes with suppliers on alleged abuse of dominant position, exclusive supply issues, discount schemes, non-compete clauses contained by land purchase/ project development agreements; further assistance provided during merger control proceeding of various suppliers with impact on the retail market, providing answers to RCC information request questionnaires; review of non-compete clauses under the Romanian competition law, sale and purchase agreements for real estate properties, possible dominant position; review of market shares on all relevant markets and assessment of possible competition issues in view of potential acquisition by Kaufland of competitor companies; competition compliance training performed for the management and purchasing department


Which Lawyer in Romania

team. Provided assistance to a a global healthcare company that specializes in lifesaving medicines and technologies for infusion, transfusion and clinical nutrition regarding structuring the competition compliance program, including training presentations and supporting documents for local management and sales team, as well as providing regular updates on recent antitrust law development. Conduct of antitrust compliance trainings is scheduled for next months. Specialist lawyer: Rusandra Sandu.

PELI FILIP

Assisting and representing Inform Lykos SA in relation to the challenge of a Romanian Competition Council Decision issued following an investigation started by the national competition authority on the market of automatic mail processing. Assisting and representing RCS & RDS in court in relation to a claim on an alleged abuse of dominant position by RCS & RDS. The assistance covered also discussions with the Competition Council as well as assistance in front of competent courts. The project is currently ongoing. Other day-to-day competition matters closely working with the clientâ&#x20AC;&#x2122;s internal legal team. Advising Holzindustrie Schweighofer on an investigation on the wood sector. Ongoing. Assisting UNSAR and various insurance companies, VIG Group and Grawe, during the ongoing investigation of the Romanian Competition Council. Counselling in the Post Master and Total Post acquisition by Octavian Radu. Assisted and represented the client in front of Romanian Competition Council during a complex merger process including also commitments undertaken in front of the authority. The project finalized with commitments in March 2017. Specialist lawyers: Mihnea Sararu, Catalin Suliman, Silviu Vasile, Dragos Iordache, Ana Pantilica, Alina Ciocoiu, Andreea Pacaleanu, Georgeta Gavriloiu, Ioan Dumitrascu.

POPOVICI NITU STOICA SI ASOCIATII

Assisted Dedeman in two investigations regarding alleged resale price maintenance practices bet ween producers and distributors on the interior and metal doors market, and on the boilers market. Investigations were closed with a consistent reduction of

Competition

the fines applied to Dedeman. Assisted Auchan in an ongoing investigation on the retail food market. Assisted Albalact in three investigations on the food retail market. The first was closed with no fines applied to Albalact, the second with a fine reduction and the third with no fines applied to Albalact. Assisted Ameropa in an investigation regarding an alleged price fixing cartel with other grains traders which was closed with no fines applied to Ameropa. Assisted Fabryo Corporation in an investigation on the non-feeding paints and dyes market which was closed with no fines applied to Fabryo Corporation. Specialist lawyers: Silviu Stoica, Mihaela Ion.

REFF & ASSOCIATES SCA

Assisted Happy Tour during the investigation initiated by the Competition Council in April 2016 on the tourism market. Advised the company during the investigation and have implemented a complex competition compliance program in order to increase knowledge about competition legislation and raise awareness towards its employees.The project is ongoing. Assisting Bancpost SA in the context of an investigation launched by the Competition Council in June 2016 with regard to retail banking services looking to the behavior of the credit institutions related to small and mediumsized enterprises. The services offered by the law team consists in advising Bancpost throughout the investigation, by providing guidance in relation to the Competition Council and support in preparing the answers to the questionnaire received from the authority. The project is ongoing. Assisted a state-owned company performing heat supply within part of Romanian territory, in the process of amending the contract concluded with municipality based on which it is granted state aids. Closed in the first half of 2017. Advising the Organization for Economic Co-operation and Development, OECD, on a large-scale regulatory assessment screening the existing laws and regulations in the construction sector and food processing sectors, in order to identify unnecessary regulatory restrictions to competition and propose changes to improve the legal framework and stimulate growth. Further to issuance

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of the official report, the team has been involved in proposing amendments to the legislation identified in a first stage as raising competition concerns. Closed during 2016. Assisting NEPI in two notifications of economic concentrations to the Romanian Competition Council on the market of lease of commercial spaces within large commercial centers. Closed during 2016. Specialist lawyer: Florentina Munteanu, Andreea Grigoras, Miruna Stanciu, Oana Busca.

RTPR ALLEN & OVERY

Represented Tymbark Maspex, part of Maspex Wadowice Group, one of the biggest companies in Central and Eastern Europe in the segment of 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 one of the most important antitrust cases in Romania from 2014 through to 2016. 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 â&#x201A;Ź35 million imposed on 25 companies, namely Metro, Real, Selgros, Mega Image and their suppliers. The team secured an exceptional result for the client by ensuring a full annulment of the decision on procedural grounds. Represented Aegon, manager of mandatory private pension funds, in a lawsuit for the annulment of a decision by the Competition Council under which the company was sanctioned along with other managing companies of mandatory private pension funds for an alleged cartel to share customers. After more than five years from the start of proceedings, during which time the file was suspended as a result of a request for an ECJ preliminary ruling and then sent by the High Court for Cassation and Justice to be re-judged by the court of first instance, the legal team secured for Aegon an 80% reduction of the fine imposed. It is worth noting that not all the companies sanctioned by the same decision were successful in obtaining similar fine reductions. Represented Bunge Danube Trading, part of Bunge group, one of the largest commodity traders in the world, in an investigation of the Romanian Competition Council into an alleged


Which Lawyer in Romania

price fixing cartel in the grains trading market. Succeeded in convincing the authority to close the investigation with no sanction, the Romanian Competition Council deciding, after complex inquiries and meetings with the representatives of the investigated companies, to close the investigation for lack of conclusive evidences demonstrating the cartel. The investigation was highly coordinated by the authorities, starting the day after an announcement by the Romanian president about the possibility of a cartel by grain traders allegedly setting prices among farmer suppliers. The grain traders under investigation were Agricover, Alfred Toepfer, Ameropa, Brise, Bunge, Cargill, Glencore, Nidera and United Grain. The five largest of these grain traders reported a combined turnover of €1.5 billion in 2012 or 30% of the entire Romanian grain crop. Instructed by Zenith Media, a leading communications agency in Romania fully owned by Publicis Groupe and part of Zenith Optimedia, one of the world’s leading global media services agencies with 250 offices in 74 markets and

Competition

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. Assisted Indorama Ventures Public Company Limited, IVL, a global chemical producer, in the merger control proceedings in front of the Romanian Competition Council in relation to the acquisition of Glanzstoff Group, a major European manufacturer of tire cord fabrics and single-end-cords for high performance tire applications. The efforts and close collaboration with the authority led to a smooth authorisation process within less than a month. Specialist lawyers: Valentin Berea, Roxana Ionescu, Lucian Mihai, Andrei Mihul.

SCHOENHERR & ASOCIATII

䐀椀猀挀漀瘀攀爀 䄀吀刀䄀

Assisted several clients in sector inquiries conducted by the Romanian Competition Council on markets such as gas or bank retail. Assisted a series of insurance companies in investigations conducted by the Romanian Competition Council for potential breaches of the local and EU competition legislation. Assisted a major company active in the IT sector in the investigation conducted by the Romanian Competition Council on a potential bid rigging case. Successfully obtained the merger clearance necessary for the closing of several M&A transactions on various markets, including banking and finance, two merger clearance procedures, food, real estate. 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

䘀䔀䔀䰀 䰀漀挀愀琀攀搀  爀椀最栀琀  漀渀  倀愀氀琀椀渀甀    䰀愀欀攀Ⰰ  椀渀  琀栀攀  䐀漀昀琀愀渀愀  嘀愀氀氀攀礀Ⰰ  琀栀椀猀  甀渀椀焀甀攀  戀漀愀爀搀椀渀最  栀漀甀猀攀  栀愀猀  猀瀀愀挀椀漀甀猀  爀漀漀洀猀  眀椀琀栀  瀀爀椀瘀愀琀攀  琀攀爀爀愀挀攀猀  愀渀搀  戀攀愀甀琀椀昀甀氀  瀀愀渀漀爀愀洀愀  漀昀  琀栀攀  氀愀欀攀 愀渀搀 洀漀甀渀琀愀椀渀猀Ⰰ 挀漀洀瀀氀攀洀攀渀琀攀搀 戀礀 愀  漀甀琀搀漀漀爀 氀漀甀渀最攀 愀爀攀愀Ⰰ 愀 最攀渀攀爀漀甀猀 氀攀椀猀甀爀攀  猀瀀愀挀攀  漀渀  琀栀攀  氀愀欀攀  猀栀漀爀攀  愀渀搀  愀  瀀氀愀礀ⴀ 最爀漀甀渀搀⸀ 

䈀刀䔀䄀吀䠀 圀栀椀氀攀 猀琀愀椀渀最 眀椀琀栀 甀猀 礀漀甀 挀愀渀 攀渀樀漀礀  漀甀琀ⴀ 搀漀漀爀  愀挀琀椀瘀椀琀椀攀猀  氀椀欀攀  洀漀甀渀琀愀椀渀  戀椀欀椀渀最Ⰰ  欀愀礀愀欀Ⰰ  漀昀昀爀漀愀搀Ⰰ  ㌀ⴀ栀漀甀爀  最甀椀搀攀搀  栀椀欀攀  眀椀琀栀  瀀椀挀渀椀挀 漀渀 琀栀攀 洀漀甀渀琀愀椀渀 瀀攀愀欀Ⰰ 最甀椀搀攀搀 眀椀氀搀  洀甀猀栀爀漀漀洀  昀漀爀愀最椀渀最Ⰰ  挀愀洀瀀ǻ爀攀  眀椀琀栀  氀漀挀愀氀  挀栀攀攀猀攀猀 琀愀猀琀椀渀最Ⰰ 瘀椀猀椀琀椀渀最 琀爀愀搀椀琀椀漀渀愀氀 猀栀攀攀瀀  瀀攀渀Ⰰ 栀漀爀猀攀戀愀挀欀 爀椀搀椀渀最 愀渀搀 ǻ猀栀椀渀最⸀

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Which Lawyer in Romania

competition legislation, reviewing internal regulations and policies, conducting mock dawn raids etc. Specialist lawyer: Catalin Suliman.

STOICA & ASOCIATII

Assisting and representing of an important provider for electronic communication infrastructure, Netcity Telecom, in connection with an investigation initiated by the Competition Council with regard to an alleged abuse of dominant position. As a consequence of a sectorial investigation it was established that the provider of infrastructure services has a dominant position of the relevant market as established by the Competition Council. Being called upon by some operators, the competition authority wants to clarify if the way in which the infrastructure operator, together with the municipality of Bucharest, develop their contractual relations in the light of the relevant legislation in this field, represent an abuse of dominant position or not. Assisting a major pharmaceutical producer, Teva Pharmaceuticals SRL, in assuring that its incentive scheme is compliant to competition law. 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 legal team 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 and representing a major trucks producer, DAF Trucks, in connection with a counterfeit claim, an unfair competition claim and criminal claim filed against another competitor from the Romanian market. This matter was important because of the cross-border implications of the counterfeit product of the competitor. The legal team drafted all necessary documents and filed them before the Romanian court, representing as well the client. Assisting and representing a major company,

Competition

Indesit Romania, in the proceedings before the Competition Council and in annulment proceedings before the courts related to, inter alia, an alleged price-fixing 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 behaviors related to this specific field of WEEE management. The legal team have prepared the defense for Indesit, 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. Specialist lawyers: Valeriu Stoica, Rares Raducanu, Dragos Bogdan, Laura Elena Radu.

TUCA ZBARCEA & ASOCIATII

Assisting Carrefour Romania in the postmerger clearance procedures in connection with the implementation of commitments proposed for the authorisation of the acquisition of control by Carrefour Group, through Carrefour Netherland BV, over part of Rewe Group’s retail activities in Romania, namely the Billa supermarkets, i.e., 86 supermarket stores operated in Romanian under Billa brand. Assistance for Direct One Infrastructure SRL regarding the competition law aspects arising from the taking over Netcity Telecom, the operator of Bucharest’s underground fiber optic network. Legal assistance for Coca-Cola HBC Romania in connection with various competition compliance control issues regarding its operations on the Romanian market. Legal assistance for Carrefour Romania in connection with the setting-up of a Joint Venture between the client and Romanian software provider Ascend Netsolutions regarding “Bringo”, i.e., advice on all corporate, antitrust, intellectual property, data protection and IT&C issues. Advising Vodafone Romania on various antitrust and competition law issues regarding Vodafone’s activities on the telecom market. Specialist lawyer: Raluca Vasilache.

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WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Providing assistance in relation to the merger control issues deriving from the acquisition of Resilux, one of the main European producers of PET preforms and containers, by Bain Capital Private Equity, a private equity fund. The matter raised a number of issues, both substantively and from a procedural perspective, as follows: Advising Ardian France, an independent private equity investment company, with the merger control proceedings caused by the acquisition of Trigo – The Quality Network and Trigo America, an international group offering quality support and conformity assessment services to the automotive, aerospace, railway and other heavy transportation industries with more than 7000 employees throughout Europe, North Africa, Asia, and South-America. Assisting Mazarine Energy Romania, a company controlled by one of the largest private equity investments funds in the world, the Carlyle Group, in the merger control procedures triggered by the acquisition of 19 onshore oil fields plus three workover rigs and associated crews from OMV Petrom. Besides the competition aspects involved, this transaction raised the interest of the Supreme National Defence Council, since the transaction was seen as concerning a strategic sector, making this another issue that we had to address. Assisting the Romanian subsidiaries and affiliates of an Austria rail freight company, one of the leaders in the provision of rail freight services in Europe, on matters concerning the horizontal relationship between the said subsidiaries and noncontrolled affiliates of the companies within the group. The assistance involved carrying out an assessment of the relationship between the companies identified above and the competition compliance of the said relationships, identifying any potential competition law risks and carrying out remedial actions amending agreements etc. Acting on behalf of the seller’s side in the selling of four companies (York Farm SRL, Panpharma Med SRL, Iezer Farm SRL and Fastpharm SRL) to Rocky Farm, a Dr. Max company. The assistance comprised both assistance during the notification process as well as assistance with identifying and minimizing competition risks arising from commercial agreements entered into by the target companies. Specialist lawyers: Adrian Ster, Guenter Bauer. 


Which Lawyer in Romania

PPP

Public Private Partnership

HOW F U NC T IONAL IS T H E N EW PPP & CONC ESSIONS LEGISL AT ION

The long awaited, reshaped and less than perfect legislative framework for Public Private Partnership and Concessions was blamed as the reason why projects donâ&#x20AC;&#x2122;t see the light of day. Since May 2016, the long-awaited new PPP legislation is in place, as Romania transposed into national legislation the new EU package in the field of public procurement with an aim to incorporate all the developments brought by the EU Directives. Further to the adoption of the new package on public procurement, it is expected that the public procurement sector shall undergo significant changes. But how all this translate into reality?

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Which Lawyer in Romania

T

PPP

he reform expected to be Georgiana Singurel, Reff si Asociatii brought by the new legislation aims at simplifying the award procedures by allowing more flexibility, “The law on concession of both to the contracting authorities and the works and services is now economic operators. Attracting a public fully functional and concession partner into developing infrastructure proves to be an almost impossible task. projects may be launched” The Public Private Partnership (PPP) have a long and troubled history in a country in which the lack of transparency in awarding contracts and a legislation • working under adapted local rules scare Law 101/2016 - remedies and Ijdelea Mihailescu. investors. It’s no wonder that most of the Law no. 233/2016 on Public-Private appeals in the field of awarding infrastructure projects end up in litigation Partnership (the PPP Law) was issued with public procurement contracts, cases and most projects stop in different the purpose of execution or, if the case sectorial contracts and works and services concession contracts, phases. may be, rehabilitation and/or extension In May 2016 the new legislative of assets designated to provide a public • the methodological norms for the package on public procurement and service and/or to operate a public application thereof, as well as various tertiary interpretation guidelines concession of works and services service, regulating both contractual PPP issued by the regulatory authority. was enacted, replacing the previous and institutional PPP. Following enactment The above laws transposed at national regulations, including former PPP Law no. of the new PPP Law, methodological 178/2010. Also, in December 2016 the norms for the implementation thereof level the new EU directives in public new PPP Law was adopted. were supposed to be adopted, however, procurement adopted in 2014, namely “The law on concession of works and such have not been issued yet. Directive 24/2014/EU on public services is now fully functional and “The PPP Law was not applied so far, procurement and Directive 25/2014/ concession projects may be launched, to our best knowledge,” says Adina EU on procurement by entities operating having full legal support, as the Chilim-Dumitriu, Partner and Co-head in the water, energy, transport and postal methodological norms for the application of Public Procurement and PPP practice services sectors. The new public procurement legislative of the law were enacted in December area, NNDKP. “Ministry for the 2016. On the other hand, projects Business Environment launched in public package is constantly applied by the under the new PPP Law will still have to consultation proposed amendments to entities that qualify as “contracting wait, as the methodological norms for the PPP Law, as well as the draft of the authorities” / “contracting entities” in Government decision for approving the the implementation of the law are still accordance with the relevant law since methodological norm thereto. The new its enactment. under discussions, although the deadline legislative package on PPP is still to be for issuing them, respectively 90 days This new legislative package clarified as of the entering into force of the PPP issued. The law regarding concession of certain aspects encountered in practice law, was exceeded,” says Georgiana in the past, under the former legislation works and concession of services (Law Singurel of Reff si Asociatii. (such as, for example, the possibility to no. 100/2016) was issued back in May “The enactment of appropriate legal 2016, being approved at the same time amend a public procurement contract in framework governing PPP projects with the approval of the new legislative certain cases provided by law), reflecting package in public procurement,” adds has been highly anticipated by many the EU Directives requirements in this field. Chilim-Dumitriu. investors who were essentially expecting “The laws which transposed the EU The new Romanian public procurement directives reformed significantly the a “salvation” from previous unsuccessful legislative package consists of: public procurement framework. The attempts to develop a functional legislation. Investors and consultants • Law 98/2016 on public new laws have a positive impact not alike wish for Romania to align to other procurement, only on large companies’ activity in the European countries were PPP projects • Law 99/2016 on sectorial public procurement field, but also on are rather common and many times very procurement, SMEs and on successful for both private and public Anca Maria Mihailescu, Ijdelea Mihailescu partners. Although Law 233/2016 regulating public-private partnerships can be seen “Currently Law 233/2016 is not as a step forward in facilitating PPP functional because the norms projects, currently it is not functional mainly as a consequence of the fact which should detail and clarify that the norms which should detail and some of the provisions of the said clarify some of the provisions of the law have not been enacted so far,” said law have not been enacted so far,” says Anca Maria Mihailescu, Partner at

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Which Lawyer in Romania

PPP

Irena Tudorie, Popovici Nitu Stoica si Asociatii

“All actors in the relevant market anticipate that the new law on PPPs will stimulate and expand private investments in Romania”

subcontractors’ activity,” believes Raluca Botea, Senior Associate, Coordinator Public Procurement & PPP Practice, NOERR. “However, in addition to the new legislation, an appropriate training of the involved personnel in line with the new legislation is required because in many cases it is not the legislation, but the inappropriate application of the legal provisions that creates difficulties in the public procurement process. In addition, a reform of the Electronic System for Public Procurement (SEAP) is also mandatory,” she adds. Irena Tudorie, Partner Popovici Nitu Stoica si Asociatii pointed out that due to lack of substantial differences of PPPs legal characters by comparison to concession structures, we are not in position to consider the legal frameworks applicable to concessions, on one hand, and to PPPs, on the other hand, as being distinctive, clear, functional and allowing a smooth choice between the two models. “The PPPs – either institutional or contractual – seem to be rather a particular form of concession, being awarded by the same procedural rules regulated by Law No. 100/2016, implying a substantial or exclusive contribution of private partner to public works or services financing and establishment of a project company, than a separate arrangement of public-private cooperation. All actors in the relevant market – from legal experts to financing entities and investors - anticipate that the new law on PPPs will stimulate and expand private investments in Romania. It is nevertheless clear that today, at more than eight months since the date when Law No. 233/2016 came into force, the implementation of PPP projects is still on hold and delayed as the application norms were not yet approved, despite the fact that they were due within 90 days as from the date of the new law effectiveness,” says Tudorie. “We deem that most of the provisions in the legislative package enacted in 2016 (regarding the classic public procurement

contract, the sectoral contract or the concession contract awarded under Law no. 98/2016, of Law no. 99/2016 or Law no. 100/2016) were beneficial to Public Procurement and Concessions environment,” says Marta Popa, Senior Partner with Voicu & Filipescu. “The legislation is functional but in some cases lacks clarity, a reason for which a draft bill for modification of the 2016 package is on the table. The multitude of secondary legislation (norms, instructions, order by the Government) makes the interpretation and/or application of the law a complicate task for most of the public entities or the economic operators.” Colleague Raluca Mihai, Partner with Voicu & Filipescu adds: “In addition, since the public procurement contract is considered a public contract, there is no much room for negotiation for important clauses such as liability and warranties. In order to have important investors willing to participate to sophisticated public tenders, such as the ones related to infrastructure projects, there should be adopted additional measures by the law maker or at least to have some unitary case-law, establishing some limits in the current liberty granted to the contracting authority of imposing drafts of public contracts.” “It is relevant in this context that whilst the concessions legislation is part of the package of laws transposing the 2014 European directives on public procurement and concessions, the public private partnerships are regulated by a new law adopted in 2016 after a

long elaboration process undertaken by the Romanian legislative body and certain unconstitutionality decisions. It is nevertheless fair to affirm that the present legislation should be functional, keeping in mind also that the public private partnership law is currently under revision (for filling some gaps regarding the applicable guarantees and the preliminary phase of the PPP project). There is still need for additional guidance and probably more “openness” of the public authorities to such kind of cooperation,” says Iuliana Negoita, Managing Associate Zamfirescu Racoti & Partners. “The new legislation concerning the public-private partnership seeks to implement a viable legislative framework which facilitates the cooperation between the public and private sector for the production or by case, the rehabilitation and/or extension of goods destined to the provision and/ or operation of a public service, and we believe that, beyond the inherent deficiencies or limitations, the law achieves the purpose intended to a good extent,” argues Iulian Popescu, Partner at Musat & Asociatii. “However, currently the legislation specific to this structure cannot be considered functional as it requires corrections and/or clarifications through methodological norms, both from the perspective of public and private partnership. Moreover, we cannot help but notice a few elements which, from the practical point of view, may create disadvantages in implementation and may determine a stagnation in the launch of such projects in Romania. From the very start we draw attention on a common issue in the enforcement of the national legislation, namely the lack/delay in the appearance of the methodological norms which, in this case, should have been issued within 90 days from the date of entry into force of the law. In their absence, it is easy to understand the reticence of both partners to start projects in the public-

Iulian Popescu, Musat & Asociatii

“We believe that, beyond the inherent deficiencies or limitations, the law achieves the purpose intended to a good extent”

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Legal Opinion

Settlement of Litigations Concerning the Public Procurement after Signing the Public Procurement Contract 1. The new law on litigations concerning public procurement (Law no.101/2016) establishes the procedures for settling two types of litigations: litigations arising before awarding the public procurement contracts and litigations arising after signing the public procurement contract. Thus, the Law 101/2016 establishes different procedures depending on when were born the conflicts concerning the procedure of public procurement. In this article we will deal with the procedure of settlement concerning the litigations arising after the public procurement contract has been signed, so after the award procedure has been completed. The Law no. 101/2016 shall apply exclusively to public procurement contracts defined in Art. 3 paragraph (1) letter l) of the Law no. 98/2016, to framework agreements defined in Article 3 paragraph (1) letter c) of the Law no. 98/2016, to sectoral contracts regulated by Law no. 99/2016 and to service and work concession contracts regulated by Law no. 100/2016. The capacity of public authority of one of the parties of the aforementioned contracts and their object determine the feature of administrative contracts. 2. Being administrative contracts, the litigations arising in connection with the execution, the rescission, the termination, the unilateral termination, the cancellation and the nullity of the public procurement contacts can be solved by a special judicial procedure, derogating from the common-law procedure set forth in the Code of Civil Procedure. The litigation object may consist in the annulment, nullity, rescission, execution, interpretation, termination or unilateral termination of a public procurement contract. In the following we will expose the judgment procedure of the litigations concerning the (1) execution, (2) interpretation, (3) rescission, (4) termination, (5) unilateral termination and (6) cancellation of a public procurement contract. The judgment procedure of establishing the absolute nullity of public procurement contracts is a distinct one and this study does not covered it. This special judicial procedure has the rules set out below. Compared to an ordinary summons, in such litigations the application shall contain the following specific elements: the name and the object of the contract, the applied award procedure and, where

applicable, the number and the date of the participation notice of SEAP. The procedure for regulating the summons stipulated in the article 200 of Law no. 134/2010 is not applicable in such litigations. The term in which such application may be filed is very important: 6 months from the date of the completion of the procedure of amicable settlement of the litigation, but no later than one year (for serious reasons). The judgment of the application is done in two phases: in the first instance, in court, and on appeal, at the Court of Appeal. The plaintiff in these suits can be both the contracting authority and the economic operator to whom the public procurement contract was awarded, and a third party who is prejudiced by the public procurement contract. The summons is addressed to the court in whose jurisdiction is the headquarters of the contracting authority. For the summons to be evaluated in money, a judicial stamp duty calculated in different percentage depending on the estimated value of the public procurement contract is paid. The summons not evaluated in money is charged with a fixed amount. The judgment procedure is urgent. Thus, the first trial is 20 days from the date of filing the summons and the next hearings may not exceed 15 days and the entire suit may not exceed 45 days from the date of referral to court. The parties are summoned according to the norms concerning the summons in urgent suits. The defendant shall file the statement of defence and, if applicable, the counterclaim within 3 working days after the communication of the summons. The failure of filing the statement of defence or the counterclaim in the above-mentioned term leads to the defendantâ&#x20AC;&#x2122;s deprivation of its right to propose evidence and invoke exceptions. The plaintiff shall submit a reply within 3 working days from the notification. The provision of evidence during the litigation is done according to the Code of Civil Procedure, as the Law no. 101/2016 does not contain derogatory norms in this regard, given that the provisions of this law shall be completed with the Code of Civil Procedure. The court decision can be appealed within 10 days since its notification. The appeal shall contain the elements provided in the Code of Civil Procedure, as the Law no. 101/2016 does not

Pasaj Teiuleanu, nr. 5, etaj III, 11043 - PiteČ&#x2122;ti, ArgeČ&#x2122; tel/fax: 0248.612.270, 0248.606.270, C.I.F.: 16806495, www.cataniciu.ro

contain specific provisions in this respect, and the application shall be based only on the grounds of illegality provided in art.488 of the Code of Civil Procedure. The provisions of the art 200 of the Code of Civil Procedure do not apply for the appeal either. If the appeal does not fall into one of the grounds of illegality provided in the Code of Civil Procedure, it is null and the summons shall not be examined in substance. The appeal suspends de jure the execution of the court sentence, which means that the judgment of the lower court may not be enforced. The appeal shall be urgently judged and with priority and evidence in addition to those given in the lower court may not be brought, except for documents. The decision pronounced in the appeal by the Court of Appeal is final and can be put into foreclosure. 3. The Law no. 101/2016 provides the possibility for certain litigations concerning the public procurement contracts to be settled by arbitration. The arbitration is an alternative jurisdiction with private character, according to which the parties entrust freely appointed arbitrators the mission to settle their litigations and excludes the competence of the courts in settling litigations in substance. For a litigation to be settled through arbitration it is necessary that in the public procurement contract to be inserted a special clause to this effect, called arbitration clause, or, after signing the contract, the parties shall conclude a separate agreement called compromise, according to which they decide this. Not all litigations relating to public procurement contracts may be settled by arbitration, but only those concerning the interpretation, conclusion, execution, termination (rescission, termination, unilateral termination) of the public procurement contract. For the judgment by arbitration, the special judicial procedural rules of the Law no. 101/2016 do not apply. The rules for the judgment of the litigation by arbitration are established by the parties in the contract or, otherwise, are the rules of the arbitration institution or those set forth in the Code of Civil Procedure. By Radu Cataniciu Managing Partner


Which Lawyer in Romania

PPP

Marta Popa, Voicu & Filipescu

“There is a draft package for amendment of the existing PPP law no 233/2016 and for issuance of the implementation norm”

private partnership system. Separately, we hope that, by the appearance of the methodological norms and of potential changes of the law, which is currently under public debate, other possible deficiencies related to the initiative and the costs for the preparation of the project substantiation study, the inefficient limitation of the income sources within the projects to payments made by the public partner, the inefficient limitation of the financial contribution of the public partner to public financial resources exclusively coming from post-accession non-reimbursable external funds and from their related national contribution, etc. may be clarified, and in some cases, circumstantiated.” By accessing these instruments, the public partner aims to overcome the budgetary constraints that impede on the public sector, temporarily transferring in the private sector the burden of performing the necessary investments for public interest projects. At the same time, the private partner have an opportunity to invest in profitable projects, considering that both PPP law and the law on concession of works and services provide that projects shall allow the recovery of the investment as well as a reasonable profit margin. Profitabilit y is sustained through availability payments made by the public partner, granted under the condition that the services and works performed by the investors comply with certain quality parameters. “Being aligned with the European Commission’s recommendation extended to Romania to amend the legislation on public-private partnership and harmonise it with the European acquis and case law on public procurement and concessions, the new legal PPP related legal framework could be considered as a beneficial solution, providing an increase of efficiency in the implementation of projects, the possibility of public sector to benefit from the private sector knowhow, the possibility of the public sector

to finance a higher number of projects, (iv) an allocation of risk between the public partner and private partner, as well as an enhancement of the investment environment,” says Georgiana Singurel, Partner with Reff & Associates. At European level, the concession and public private partnerships were and still are often used for the implementation of a wide range of public interest projects in fields that cover road infrastructure, airpor ts, public transpor tation, healthcare infrastructure, construction of administrative buildings or supply of water and sewerage services, national defence and education services. The total value of public private partnership projects implemented in the European Union between 2000 and 2015, amounted to Euro 270 billion according to the European Commission’s data quoted by Delloitte. “The 2016 legislative packages in itself a progress as it marks implementation of the European directives on public procurement. Still, as the implementation was made in a hurry, a few changes are envisaged to remedy or clarify certain aspects. Moreover, SICAP, a new platform, more “user friendly” and hopefully easier to work with, will replace the SEAP, the existing platform where all public tenders are published and the documents of the related procedures are uploaded. At the same time, we note that the appetite for challenging tender documentation or tender results is now at lower levels than 2 or 3 years ago. The excessive challenging of the tenders was

a factor that in too many cases hindered the timely implementation of important public projects, such as in the road or energy infrastructure. In what regards the PPPs, the legislation is not yet functional as the implementation norms are not yet available. There is a draft package for amendment of the existing PPP law no 233/2016 and for issuance of the implementation norm and there hopes that it will be adopted in the fall of 2017,” says Marta Popa, Senior Partner with Voicu & Filipescu. “For sure, the new public procurement package transposing the relevant EU directives is a valuable tool towards more efficient and more clear tender procedures. Hopefully this shall contribute to the development of public works too,” argues Ligia Cecilia Popescu, Partner, Coordinator of Dispute Resolution & Public Procurement practices, Wolf Theiss. ”Our clients particularly appreciated the new provisions regulating in more detail conflicts of interest and competition infringements. We noted that are still certain areas with regard to the concession awarding procedures that would require clarifications (e.g. risk assessment/distribution of risk and how these should be included in the concession contracts) in order for the procedures initiated by the authorities to be more clear and the economic operators to have all necessary information for the participation to such procedures. With regard to the private partnership, we already have clients that would be interested to participate in such projects and, for this reason, we are looking forward to the new amendments to the Law no. 233/2016 envisaged by the Romanian Government and the final draft of the implementation norms.” “Half a year after the entry into force of the new legislation, the National Public Procurement Agency (NPPA) has fulfilled its commitments and launched on December 19, 2016 the “Guide to Public Procurement” available on it’s webpage, an online application that

Ligia Cecilia Popescu, Wolf Theiss

“Our clients particularly appreciated the new provisions regulating in more detail conflicts of interest and competition infringements”

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Which Lawyer in Romania

PPP

Raluca Mihai, Voicu & Filipescu

“We are optimistic that public procurement procedures will be conducted with fewer impediments, and that public funds will be spent transparently and efficiently”

provides access to updated information, according to legislative changes occurred, for all those involved in public procurement in Romania, thus replacing the over-regulation of tertiary legislation. NPPA also organised regional meetings around the country, dedicated also to personnel from the contracting authorities, thus undertaking to develop more support materials in the form of notices, guidelines or instructions, to bring clarity where there are problems in implementation of new legislation. In conclusion, with NPPA’s support and hoping for a supported and homogenous practice of the NCSC and the administrative litigation courts, we are optimistic that public procurement procedures will be conducted with fewer impediments, and that public funds will be spent transparently and efficiently,” says Raluca Mihai, Partner with Voicu & Filipescu. The legislation should help the development of public works considering the new and improved framework. ”It is now clear that the selection of the private partner falls under the legislation on public procurement and also that the financial contribution may as well be made by the public partner,“ says Iuliana Negoita, Managing Associate, Zamfirescu Racoti & Partners. “Still, the existence of a clear framework is not enough, the economical and efficiency grounds should be considered. There were PPP projects in Romania which did not succeed not because just of lack of legislation, but due to the un-bankability

of the projects. As the European Commission well said, PPPs should be assessed in the context of the project, the public benefit and the relative gains to be achieved under various approaches.” Lawyers agree that the new PPP law represents a legislative improvement when compared to the previous legislation. However, the law merely highlights the principles and general mechanisms of PPP projects and lacks the fine-tuned provisions that would be needed in order to make it work effectively. “Romanian authorities typically prefer detailed regulations in relation to the projects in which they get involved and do not enjoy venturing into the realm of legal interpretation and untested/innovative structures. Unless and until significant secondary legislation is issued, it highly unlikely that PPP-based projects will be implemented, let alone to effectively bolster public works in Romania. On the other hand, the new concessions legislation is functional and can be used to tender suitable projects. The secondary legislation has been issued since 2016 and the National Public Procurement Agency is actively fulfilling its institutional role. We expect to see a development of concession-based projects as local authorities become more knowledgeable about the new legislation,” says Alina Stancu Birsan, Partner PeliFilip. A PPP reform has been a priority in the current economical context, especially considering that such projects have actively been implemented and awarded worldwide, where many ground-breaking Alina Stancu Birsan, PeliFilip

“Romanian authorities do not enjoy venturing into the realm of legal interpretation and untested/innovative structures”

133

projects in fields such as infrastructure, education or healthcare sectors have been carried out in such manner. Thus, the new PPP law was expected to successfully attract national and foreign investors in many public sectors, areas in desperate need of immediate results argues Oana Alexandra Ijdelea, Partner, Ijdelea Mihailescu Law Firm. “Law 233/2016 is better than the previous one and we definitely cannot talk about a potential hinder in the development of public works, the law can either help or change nothing. We hope that the corresponding norms will be enacted and such enactment will deliver new projects,” she adds. A series of successful projects under the form of concession of works and services have been implemented in Romania, especially in the fields of water and sewerage services, as well as in the development of local infrastructure, such as underground public parking or the net city project for the development of the Bucharest optical fibre network. However, the pace under which such projects have been performed, as well as the success rate of the projects have not reached the level of the ones implemented in other European Union states. The underlying motifs are various, pertaining to the complex and, in some areas, rather unclear legal framework, especially in relation to the publicprivate partnership projects where the public authority should have a significant financial involvement in the implementation of the project, as well as to the lack of experience of public administration in this type of projects. Moreover, no significant PPP project was implemented under the former PPP Law no. 178/2010 as Georgiana Singurel, Partner with Reff & Associates pointed out. “Except for the law concerning the public - private partnership, the other elements of the new legislative package are already functional and have become a working instrument in the public procedures,” says Iulian Popescu, Partner at Musat & Asociatii. “However, it is expected that, by the novelty elements brought by Law 233/2016 and the clarification of the legal regime of the public-private partnership, this should contribute to a thaw of the PPP sector which has been completely non-functional under the old Law no. 178/2010. As we have previously mentioned and the competent authorities have also admitted, according to Law 178/2010, the implementation of any PPP project


Which Lawyer in Romania

PPP

Adina Chilim-Dumitriu, NNDKP

“While the new laws generally reflect the EU Directives provisions and principles, they also contain provisions which are stricter than the Directives”

has failed, the causes being multiple, from the fact that there is basically a parallelism between the regulation in the old PPP law and the regulation in the field of concessions of public works and public services to the fact that the public financing of the PPP projects was not allowed and there has been no contractual PPP possibility which would have granted more freedom and flexibility to the partners in the implementation of PPP projects. By the novelty elements of the new law, including by delimitating the exceptional situations in which the public partner can modify or unilaterally terminate the PPP agreement and the establishment of the so called “step in” rights in favour of the public partner and of the financiers credit and financial institutions which acquire the right to replace the private partner in the agreement in case of nonfulfillment of its obligations, the premises for an increased attractiveness of the sector of large infrastructure projects are created, as well as for the improvement of the performances in the public sector and the reduction of immediate pressure over the public finance,” adds Popescu. Adina Chilim-Dumitriu, Partner and Cohead of Public Procurement and PPP practice area, NNDKP also shares the view that the new public procurement legislative package is intended to achieve a procurement market that is competitive, open, and well regulated, for putting public funds to good use, transposing the new EU procurement Directives into national legislation. “While the new laws generally reflect the EU Directives provisions and principles, they also contain provisions which are stricter than the Directives (for example, as regards exclusion cases). Further, the manner of implementing the public procurement procedures and the manner in which disputes as regards public procurement projects are handled and the delays encountered in respect thereto seem to continue to affect the development of public works projects.”

What can be done for a smoother development of PPP projects in Romania? With all legislation in place, some fear that projects will still have a hard life in Romania. The enactment of new and detailed secondary PPP legislation is clearly a necessary step, but more needs to be done argue interviewed lawyers. “Legislation can never adequately compensate the lack of knowledge and administrative capacity of the public actors implementing the projects says Ioana Roman, Senior Associate PeliFilip. “Educating the contracting authorities and increasing their administrative capacity to the point where they will be able to consistently deploy large-scale PPP projects is still a long way ahead and will need constant and intense efforts by the relevant public actors. But we also have some good signs - the National Public Procurement Agency regularly adopts numerous tertiary regulations and guidelines in the field of public procurement and keeps close and constant contact with local authorities. Hopefully, the same will happen for PPPs once the legislation is fully in place. As always, the importance of stable and predictable legislation cannot be sufficiently underlined. So it is important that any legislation in the field be based on clear, long term and predictible principles,” adds Ioana Roman. “Romania needs transparency, precise and coherent norms and good management for all projects involving public sectors. A clear and detailed legislative framework is imperative considering also the efforts to prevent white collar crimes which inevitably leads to a transition period where officials are reticent in implementing pioneering projects. Another drawback would be the lack of experience of the authorities in implementing such public-private partnerships. Over the years there have been many official statements promoting the idea of PPP projects, especially in

134

relation to public hospitals, but nothing has been implemented. We believe that both private and public sectors need to be educated in relation to PPP projects, conferences and works-shops should be organised, exchange of experience with other countries would probably prove to be extremely beneficial,” says Anca Maria Mihailescu, Partner, Ijdelea Mihailescu. “The deficiencies in the current legal framework governing the PPPs and concessions and the insufficient expertise of Romanian public authorities in implementing and conducting PPP projects are not the only causes impeding the development of PPP and/or concession projects in Romania,” says Irena Tudorie, Partner Popovici Nitu Stoica si Asociatii. “The main obstacle in development of PPP projects in Romania remains the lack of sustainable projects in terms of profitability, due to restrictions imposed to public financing participation in such projects by public budget deficit and public debt limitation rules. It is obvious that in major projects of infrastructure the private partner cannot undertake the entire financing burden and related risks in long-term schemes.” “Certainly, a coherent regulation of the public-private partnership issue can make the difference in the economic development of Romania,” says Bogdan Mihai, Partner, Musat & Asociatii. The regulation of this field implies stakes, opportunities and challenges, and in order to be able to meet the expectations, the action must start from specialists, as well as from all those who believe in their own potential to contribute and influence the economic stimulation of Romania. We think that the public-private partnership must act as a logical, efficient and simple mechanism to really stimulate and consolidate the industry innovation and competitiveness in the sectors with potential of economic growth and creation of jobs. Considering that the PPP projects are initiated by the public partner based on the substantiation study, it is essential that the persons interested in a certain PPP project should have the opportunity to analyse the conclusions of these substantiation studies, especially from the perspective of their affordability, of the risk distribution structure, of the bankability and economic efficiency of the projects concerned. Also, whereas the new regulation allows both the private financing of the PPP projects and the mixed financing


PPP

Which Lawyer in Romania

Vlad Cercel, Tuca Zbarcea & Asociatii

“The Romanian Government has approved a public procurement strategy which will contribute to the overall development of the public procurement system”

from private and public resources, it is advisable that the public and private entities involved should have a precise understanding of the way in which the PPP project is financed, including of the possibility for the public partner to establish contributions to the share capital of the project company, to give guarantees and to assume payment obligations towards the private partner. The provisions which the private investors should take into account are those related to the PPP mechanism characterised by: the method of cooperation of the partners for the implementation of the public project, the conduct of the contractual relations for a longer period so as to allow the private investor, besides the recovery of the investment, to make a reasonable profit and the distribution of risks between the public and private partner depending on the capacity of each of them to assess, manage and control a certain risk. Also, besides the analysis of the matters deriving from the implementation and performance of the PPP project, a matter which must not be neglected by the future private partners, even if it may seem far from the project start date, is the regime of the goods produced or acquired by the project company upon the termination of the PPP agreement. As example, the law stipulates that upon termination of the PPP agreement for any other reason than the expiry of the term, these goods may be transferred to the public partner under the conditions set forth in the PPP agreement against the payment of a compensation established by relation to the non-amortized value of the goods. The goods produced or acquired by the project company may have a significant value, therefore the private partner will have to pay increased attention to the provisions of the PPP agreement which will regulate the matter of transfer of such goods. Last, but not least, a matter which has to be approached with particular attention by the private partner is the regulation

by the tender documentation and the clauses of the PPP agreement of the cases in which the public partner may amend or unilaterally terminate the PPP agreement. Even if the new law has introduced provisions which protect the interest of the private partner and ensure a correct treatment, the right of modification or unilateral termination may have special implications for the private partner, and, therefore, it must be subject to extremely clear provisions in the agreement. Vlad Cercel, Partner at Tuca Zbarcea & Asociatii and Co-Head of the firm’s PPP and Concessions practice group, argues that In addition to the adoption of a new legal framework which incorporates the most recent developments at European level and addresses specific issues related to public-private partnership projects derived from administrative practice, implementation measures also play an important role in improving the public procurement system. “The Romanian Government has approved a public procurement strategy which, if implemented, will contribute to the overall development of the public procurement system. Among the measures that could be taken in order to achieve the goals of the strategy, one could mention the development of the administrative capacity of the contracting authorities, increasing the skills and competencies of the personnel dealing with procurement procedures and implementing an approach which is oriented towards a sound preparation

and implementation of the project, instead of a rapid commencement to the detriment of quality, matters which are of particular importance in relation to public-private partnership projects,” says Cercel. “Above all, a coherent legislation is necessary for achieving a viable project and not only the primary legislation, but also the secondary and tertiary legislation are necessary. The current legislation does not provide for specific legal norms for all the implications a PPP project entails,” pointed out Raluca Botea, Senior Associate, Coordinator Public Procurement & PPP Practice, Noerr. She adds: “in the absence of specific legal mechanisms for the protection of rights of the private investor and of specific longterm guarantees that a long-term project entails, both public authorities and the business environment will be reluctant to approach this type of projects. Moreover, without specific legal tools, the banking sector will also be reluctant to consider a PPP project as bankable.” Georgiana Singurel, Partner with Reff & Associates says that the main requirements for further development of PPP projects in Romania would include a stable Public Private Partnership legal framework, flexibility regarding the financing sources involved (structural funds) as well as improved predictability regarding a PPP pipeline, as assumed by central and local authorities to be involved in such arrangements. The new legislation brings significant improvements for the legal framework governing the cooperation of the public and private sector, enabling the performance of a larger array of projects, facilitating the participation of private investors and permitting a significant financial contribution of the public partners in projects where this is essential. The necessary clarifications to the PPP law are expected to be included in the methodological norms for the implementation, which would eventually enable the launch of such projects.  Raluca Botea, Noerr

“Without specific legal tools, the banking sector will be reluctant to consider a PPP project as bankable”

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Which Lawyer in Romania

PPP

Most representative projects BOGARU, BRAUN NOVIELLO SI ASOCIATII

Assisting Luxembourg-based companies in the acquisition of Romanian Target Company, negotiating deal structure and drafting legal documents. Assisted Israeli developer in proposed acquisition of Romanian energy producer with the purpose of wind farm development.

BIRIS GORAN SPARL

Lead counsel for Compagnie D’entreprises CFE SA and CFE Contracting and Engineering SRL on all legal matters related to the implementation of the public contract:“Design, works and supply of equipments for the project Extension – Upgrading and Equipping of the Children Clinic Hospital “Doctor Victor Gomoiu”, a Bucharest local budget project amounting to approx. €39 million. Lead counsel for SAAB AB during the public procedure regarding the first stage of the award through restricted tender of the public contract having as object the procurement of the products “Multipurpose Frigate, Second Stage Modernization”. Legal counsel to Hatch Ltd., a major Canadian engineering company, related to a public procurement procedure organized in the field of nuclear energy. Legal counsel to Monsson Alma, developer of Europe’s largest fully-permitted onshore wind park, relating to public procurement procedures arising from their sectoral nature, energy. Lead counsel for Transtech Global Engineers SRL on legal matters related to the implementation of the public contract: technical assistance for the management of the project concerning the design and supervising the works for the project “Rehabilitation of the water supply and sewage systems as well the cleaning plants in the urban Clusters of Vaslui, Barlad, Husi, Negresti from Vaslui County”, a EU financed budget project having an overall amount of approx. €100 million. Specialist lawyer: Paula Dicu.

BONDOC SI ASOCIATII

Assisted Otv International Sasu, VEOLIA Group member, in association with Erbasu Construct SRL in a legal battle over the awarding of a major public procurement contract for the rehabilitation of a waste water management plant in Bucharest. Assisted WSP International Sweden in connection with a contractual dispute on a consultancy agreement concluded and financed in accordance with European Investment Bank’s rules. The case raised

particular jurisdictional and substantive issues in respect of procurement agreements concluded with Romanian public authorities. 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. Assisted 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. Assisted SafeRoad RRS GmbH in connection with a contemplated joint venture with a partner in view of joint bidding in the procurement procedures to be launched by the national Romanian road authority in connection with the procurement of road signage and protection assets and services.

D&B DAVID SI BAIAS SCA

Assisting RAEDPP, Regia Autonoma de Exploatare a Domeniului Public si Privat Constanta, with an extensive review of current activity, with an emphasis on the methodology of awarding and monitoring the public procurement and concessions contracts. Assisting RATC, Regia Autonoma de Transport Local Constanta, with an extensive review of current activity, with an emphasis on the methodology of awarding and monitoring the public procurement and concessions contracts. The law firm has won the contracts for public procurement training of the Romanian Audit Authority’ staff. The Audit Authority is a review body for contracts financed via European Structural Funds, being in charge with the ex post control over how the public procurement procedures were conducted. Assisting European Commission, DG REGIO, for the data collection and interviews held with the main public procurement stakeholders in Romania for the purpose of completing the Stock-taking study of administrative capacity, systems and practices across the EU to ensure the compliance and quality of public procurement involving European Structural and Investment, ESI, funds ordered by DG REGIO. Assisting and representing the Galati Municipality for drafting the awarding documentation and all ancillary documentation for launching and conducting a public procurement procedure, pursuant to the new public procurement legislation, 136

for the awarding of a concession contract for the waste collection, management and recovery. Specialist lawyers: Manuela Guia, Miriam Constantin, Dan Oltean, Catalina Ilie, Andreea Racu, Manuela Guia.

DOBRINESCU DOBREV

Acting as legal local consultant in Romania, provided legal assistance in the RGEAIF Project in Romania, Romanian Government Enterprise Architecture and Interoperability Framework, where the United States Trade and Development Agency provided the Grant No GH201521038, with a value of $400,000, from February 2016 to November 2016, beneficiary being Ministry of Communications and Information Society. Specialist lawyer: Dumitru Dobrev.

GRUIA DUFAUT LAW OFFICE

Assisted a major telecommunications operator in connection with several 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.

LEROY SI ASOCIATII

Advised the EuroGammaS Consortium, comprising the largest European research institutions in the field of particles physics and some specialised equipment manufacturers, in connection with the implementation of an EPC contract for the High Intensity Gamma Beam System to be commissioned in Magurele, near Bucharest, as part of the Extreme Light Infrastructure – Nuclear Physics (ELI-NP) Project. Advised Expert Petroleum in relation to a broad range of day-to-day legal matters related to the performance under two PEC’s, production enhancement contracts, the client has concluded with OMV Petrom, entailing production enhancement services for 13 mature oil and gas fields in the Western part of Romania, over a period of 15 years. Conducted a thorough revision of the


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public procurement contract templates, services, supply, works, used by Veolia in their procurement activities, following the substantial changes applied to the Romanian legal framework on public procurement in the first half of 2016. Advised Vitalia Servicii pentru Mediu, a company operating centres of waste management in Romania, part of the Vitalia group, in relation to a broad range of dayto-day legal matters related to the operation of a waste management system in Tarpiu, Bistrita Nasaud, and the carrying out of the waste collection activities, e.g. tariffs and royalties, construction flaws, commercial contracts etc. Specialist lawyers: Bruno Leroy, Andreea Toma.

MARAVELA | ASOCIATII

Retained to advise the client in a construction dispute regarding the refurbishment of a public hospital in a high value PPP contract involving local authorities and large international construction companies. Legal work includes assessment of the documents, meetings with the client and the related experts, assessment of all relevant real estate and construction aspects. Matter value: €20 million. Legal assistance to one of the most important car parking operators across Europe with an extensive experience of more than 50 years, in the construction and development of public and private car parking in Bucharest and other cities in Romania, including all real estate related matters, the drafting and negotiating of all key contracts such as sale and purchase agreements, design agreements, general contractor agreements. The importance of the deal is determined by the fact that client`s project, the car parking is of public interest, some construed and operated based on public private partnerships with the local municipalities. The team advises a Spanish leading construction group regarding fraud allegations following a tripartite procurement contract. The accusation consists of alleged fraud during the financial offer as, the local company preparing the file having withdrawn itself during the tender phase, the client made the financial proposal without intermediaries, therefore facing fraud criminal prosecution charges. Representing a leading Spanish construction group in several files with regard to a public procurement litigation regarding the construction of two water treatment plants. Legal work includes advising on strategy, drafting litigation documents, negotiation, assistance in view of settlement, court representation, etc. Advising a leading global provider of

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sustainable infrastructure development projects in developing countries worldwide regarding settlement negotiations with the contracting authority for the purpose of recovering the due payments and penalties resulting from an agreement concluded in 2011. Specialist lawyers: Gelu Maravela, Ioan Roman, Dana Radulescu, Sergiu Dragoianu.

SCA MITEL & ASOCIATII

Legal assistance and representation for Rosiorii de Vede Municipality 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, as well as the challenging of administrative proceedings, issuance of another administrative deed during one of the litigations. Legal assistance for TUD Business Consulting in relation to public procurement proceedings followed by the Bucharest Municipality districts, financed by the European Investment Bank Specialist lawyer: Sorin Mitel, Magda Dima.

MUSAT & ASOCIATII SPARL

Advising Star Assembly, the Romanian subsidiary of Daimler AG, the German car manufacturer of the Mercedes cars, in connection with the implementation of the project contemplated under the Memorandum of Understanding concluded on 27 May 2013 between Daimler AG and the Romanian Government. According to the Memorandum of Understanding, the Romanian Government undertook to support the timely and efficient implementation of the project consisting in the development of a manufacturing plant for the assembly of the new top of the line 9 gears automatic transmissions which will be installed on the new models of automobiles produced by Daimler AG, the overall project value amounting to €270 million. The mandate included the representation of the client before the relevant public authorities for the implementation of the project and assisting the client during the negotiations with Electrica, one of the most important Romanian electric energy distribution and supply company, in respect of the procurement procedure to be undertaken for the construction of the power station necessary for the implementation of the project. The legal team also advised the 137

client on several matters concerning the Romanian public procurement procedures and other issues in connection to the project, as well as drafted all the necessary documentation for the implementation of the project. Specialist lawyers: Mona Musat, Monia Dobrescu, Iulian Popescu, Alina Solschi.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Representation of a joint venture formed of three Spanish and French companies in the dispute regarding the award of the public procurement contract related to the “Extension of the Glina Waste Water Treatment Plant and the Construction of a Sludge Incinerator”, the public procurement procedure being organized by Bucharest Municipality. Advice to the leader of a joint venture in relation to its participation in the public procurement procedure organized by the Autonomous Administration „RA Aeroportul Oradea” for extending and modernizing the airport facilities of Oradea Airport, as well as in the project implementation up to its completion, including as regards claims raised during contract implementation. Assistance to a leading waste management and construction company during the public procurement procedure for the award of the concession contract for the Management of the collection and transportation of municipal waste in Sibiu, especially as regards the drafting of clarification responses during the award procedure. Assistance to an Italian construction company in connection with the implementation of the contract for SebesTurda, Lot 1 motorway rehabilitation. Assistance for a publishing company, during several public procurement procedures for the award of the contracts in connection with the acquisition of printed and digital school books for the public education in Romania.

PELI FILIP

Assisting RCS & RDS in relation to its ground-breaking challenge of the existing monopoly of the power distribution companies controlled by Enel and Electrica; regulatory and structuring matters for energy projects involving the placing of solar panels on certain buildings. The project is ongoing. Advising Retim Ecologic Service SA in relation to the public procurement procedures for the award of the concession of the waste collection service in several Romanian counties. In relation to the concession of the waste collection service in the Timis county, the


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legal team advises on the legal side of the tender proceedings and represents the client in challenging the unlawful provisions of the tender documentation, as well as intervening in the challenges of other tenderers in order to protect the client’s interests. The estimated value of the concession contract is approx. RON800 million. Providing similar services in relation to the procurement procedures for the concessions of the waste collection services in the counties of Arad, estimated value of the concession contract is of approx. RON220 million, and Hunedoara, estimated value of the concession contract is of approx. RON170 million. Also provided legal assistance in relation to the concession of the waste deposit in the county of Alba. Also assists Retim in a number of disputes revolving around the recovery of the landfill tax that has been enacted by the Romanian legislator in a manner breaching the relevant EU legislation. All the above projects are ongoing. Continued to assist Societatea Nationala Nuclearelectrica in relation to the potential joint venture with the Chinese company CGN with respect to the development of units 3 and 4 of the Cernavoda nuclear power plant. The assistance included assessment of public procurement and state aid matters. The project started in October 2015 and is still ongoing. Advised Inform Lykos on specific legal issues related to a public procurement procedure for the acquisition of magnetic and contactless cards, where the contracting authority alleges the non-conformity of the client’s bid with the tender documentation. Advising Inform Lykos on current basis with reference to the public procurement legislation and to various requests from contracting entities in relation to the procedures where Inform Lykos bids. The project was completed in 2016. The law firm has been instructed by a large Hungarian real estate developer to take charge of its effort to recover approx. €8 million invested in a public private partnership with a local municipality in Romania. Aside from a host of issues of administrative and corporate law, the project has a significant fraud investigation component spanning more than 7 years of activity. The project started in May 2015 and is currently ongoing. Specialist lawyers:Alina Stancu Birsan, Catalin Alexandru, Mihnea Sararu, Alina Ciocoiu, Ioan Dumitraşcu, Alexandru Goşa, Kodru Mansour, Serban Danescu, Cristina Filip, Monica Statescu, Sofia Lovin, Ruxandra Listea.

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POPOVICI NITU STOICA SI ASOCIATII

Assisting a leading medical and pharmaceutical distributor in relation to the public procurement procedure for the award of five contracts regarding radiotherapy equipment. Assisted an infrastructure company on the tender process, negotiation, implementation and/or performance of four public procurement contracts concerning works of rehabilitation of drainage systems, extension and rehabilitation of water and wastewater infrastructures, modernization and endowment of disembarkation points. Asssisted SAP Romania on a public tender for the acquisition of an IT client management system. Assisted Siveco Romania on its successful participation in the public tender for the acquisition of “Computer system integration and operational and analytical recovery of large amounts of data, personnel training and networking LAN and SAN”. Assisted Swietelsky in connection with the award and/or performance of several public procurement contracts regarding railways rehabilitation works. Specialist lawyers: Irena Tudorie, Ramona Pentilescu, Alexandru Ambrozie, Dragos Zorin.

RADU SI ASOCIATII | EY LAW

Assisting and representing Erciyas Celik Boru Sanayi A.S. in a public procurement tender regarding pipes and bends for a national gas transmission system with a value of approx. €170 million. The client’s offer was disqualified before the analysis of the technical and financial offer and the law firm challenged this measure. The procedure is currently pending on the dockets of CNSC. Specialist lawyers: Emanuel Bancila, Octavian Adam , Alex Oana, Laura Dimofte, Violeta Geru.

RADULESCU & MUSOI ATTORNEYS AT LAW

Assisted an important Israeli group in connection with a project regarding the rehabilitation of the Bucharest’s main sewage system (A0 and B0). Work has included the assessment of the tender documentation, assistance during prebid, as well as during bidding procedure, negotiation and execution of the public procurement agreement, drafting and negotiation of joint venture agreements, contractors and subcontractors’ agreements, drafting and issuance of different documents and statements, legal assistance during the execution of projects. Assisted an important Israeli group in 138

connection with the technical assistance project for the regional water and wastewater project in Neamt County 20142020.The work has included the assessment of the tender documentation, assistance during pre-bid, as well as during bidding procedure, negotiation and execution of the public procurement agreement, drafting and negotiation of joint venture agreements and services agreements, drafting and issuance of different documents and statements, legal assistance during the execution of projects. Assistance and representation of a major international pharmaceutical company in connection with the company’s participation in public procurement tenders, including the development of public procurement documentation and agreements, drafting of legal memoranda and opinions on various issues. Assisted in connection with a wastemanagement project. The work has included legal assistance as consultant of the County Council as contracting authority in drafting the tender documentation for the award of waste public service, drafting the public procurement agreements, assistance during pre-bid, as well as during bidding procedure, assistance in connection with complaints management against the procuring entity, etc. Assisted an important Israeli group in connection with a project regarding the rehabilitation of Bucharest’s main sewage system, rehabilitation of cassette and drainage system. The work has included the assessment of the tender documentation, assistance during pre-bid, as well as during bidding procedure, the negotiation and execution of the public procurement agreement, drafting and negotiation of joint venture agreements, contractors and subcontractors’ agreements, drafting and issuance of different documents and statements. Also assisted the client in relation to the challenges filed by other bidders. Specialist lawyers:Roxana Musoi, Carmen Banateanu, Marius Iosif, Voicu Cheta, Mihai Radulescu.

REFF & ASSOCIATES SCA

Legal assistance for European Investment Bank – JASPERS within the project “Support to preparation of model concession agreement for InterModal Terminals”. The project consists of developing a draft concession agreement for the granting of rights to develop intermodal terminals through a combination of grants and private finance, and to operate the facility on a commercial basis, with specified rights and procedures for future expansion of capacity or services provided. The assistance implied determining the most suitable contractual


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structure to be put in place for implementing the projects, as well as drawing guidelines for contracting authorities for the award of the contract and implementation and providing a template concession agreement, which may be adapted to each particular situation. The legal structuring of the entire project was a difficult challenge, as this is the first project performed in Romania that combines private financing through concession of works and services with financing from EU funds. The project is ongoing. Assistance for Bucharest Municipality throughout the tender procedure for the awarding of the concession of works contracts in relation to 12 public parking areas (five underground and seven above ground) located in Bucharest. The activity includes assistance in the preparation and update of the feasibility and substantiation studies, assistance in drafting the tender documentation, drafting of the main terms of the concession contracts as well as throughout the tender process and evaluation of submitted offers and preparation and negotiation of the concession contracts. The project is ongoing. Legal assistance provided to Societatea Energetica Electrica SA, a Romanian market leader in electric power distribution and supply, as well as one of the most important players in the energy services branch. The project involved public procurement related legal assistance on all matters pertaining to the Audit Report issued by the Romanian Court of Accounts, with respect to the company’s activity during the period between 2011-2016, concerning, among others, the obligations of the company related to evaluation of assets and correspondent share capital increase, public procurement procedures and execution of public procurement contracts, management payment mechanisms, expenses performed by the company without ta legal ground, in consideration of Electrica’s state-owned company status. The assistance consisted in legal assistance during the control undertaken by the Romanian Court of Accounts, public sector related assistance in preparing the legal strategy concerning implementation of the measures imposed by the Romanian Court of Accounts, as well as preparation and review of the administrative complaint filed against the Audit Report issued by the Romanian Court of Accounts. The value of the project is €55 million. The project is under implementation. Legal assistance for Romanian Authority for State Assets Recovery Initiative concerning identification of relevant legal effects, in accordance with applicable US and

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Romanian legislation, corresponding to an “Information Excerpt” issued by the US Department of State. The legal assistance provided included public sector related legislation support in obtaining relevant clarifications with regard to the corporate status of a US based entity, involved in a post-privatization litigation matter against the Romanian Authority for State Assets Recovery Initiative. The activities performed included presenting the legal implications from both American and Romanian legal legislation perspective with respect to the corporate status of the Company, as well as clarifying the potential legal implications that the corporate status of the Company would have on the shares that the company holds within Dac Air. The project is under implementation. Assistance for UTI regarding the impact of national and European public procurement laws on the participation of the company in future tenders. The legal assistance consisted in issuing a legal opinion regarding the conditions to be fulfilled from the perspective of public procurement legislation with respect to previous contracts executed by the company with public authorities. The project is completed. Specialist lawyers: Georgiana Singurel, Florentina Munteanu.

the water services in the Northern area of Republic of Moldova. Advising on reviewing the PPP water services legislation of Republic of Moldova and advising on the best options for the Project structuring. 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. Specialist lawyers: Victor Padurari, Bianca Eremia, Ianita Tui.

RTPR ALLEN & OVERY

Assisted Electrans- Electrosistemas Bach S. A. in respect of their participation to various public procurement procedures organized by the Romanian National railways company - Compania Nationala de Cai Ferate “CFR” SA, having as object the rehabilitation of various railway sectors. Assisted Tehnic Asist SRL in connection with the company’s participation to certain public procurement procedures for the award of contracts having as object road rehabilitation procurement proceedings during various stages within such procedures and, in particular, in the process of filing complaints with the relevant judicial-administrative bodies (the National Council for Solving Disputes – CNSC and Courts of appeal). Advised Alpha Construct with respect to the implementation of a public procurement project for the development of a waste management center concluded under the Red FIDIC standard. The assistance referred to claims under Sub-Clause 20.1 FIDIC regarding extensions of time and additional costs, advice and representation throughout the dispute resolution preliminary procedures, consultancy in respect to the conditions for enforcing of performance bonds and the related court claims for suspension of the enforcement. Specialist lawyer: Andrei Albulescu.

Advised EBRD in connection with the restructuring of the initial loan of €17.1 million granted to Apa Canal Sibiu S.A., 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 S.A., 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 Braila County. Advised EBRD in connection with an additional €3 million loan to Compania de Apa Oradea S.A., a regional company supplying water and wastewater services, in order to finance a project aimed at modernising and upgrading the water and wastewater services in Bihor County. Back in 2013 advised EBRD in connection with an initial €5 million financing extended to Compania de Apa Oradea S.A. for the same purpose. Advising the Government of Moldova, the Moldovan local authorities and EBRD on implementing the first regional PPP of 139

SCHOENHERR

Advised a construction company the litigation files arising from the implementation of a public procurement agreement aimed at constructing the main building that would house the world’s biggest laser. Assisted a construction company in the public procurement procedures aimed at awarding the contract for building a new polyvalent hall in Bucharest and in several litigation cases arising in connection with said procedure. Specialist lawyer: Matei Florea.

STRATULAT ALBULESCU ATTORNEYS AT LAW


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TMO ATTORNEYS AT LAW (KPMG LEGAL)

Legal assistance for SNGN ROMGAZ SA concerning preparation of public procurement documentation, including the relevant tender book, forms and public procurement contract to be used by the client under a major tender procedure. Assistance to the Moldovan Railways in a complex corporate governance assignment, being in charge with the review of the internal procurement procedures and processes, gap analysis; benchmarking the relevant findings against a chosen framework; prepare recommendations for improvement and develop a relevant action plan; assisting the client with implementation, including preparing new procedures and manuals, as well as providing necessary training of staff; undertake on-site reviews. Public procurement assistance provided to the Vrancea County Council, in connection with a major EU funded project for the monitoring and implementation of the integrated waste management system at county level. On-going public procurement assistance for Porsche Bank/Porsche Leasing in relation to various financing assignments undertaken by Porsche entities as well as the latter’s clients. Public procurement assistance for Adasa Systemas SA in relation to a major works contract concluded with a Romanian utilities company. Involvement included a thorough assessment of the client status within the public procurement contract, an evaluation of the relevant options, as well as complex negotiations with the contracting authority. Specialist lawyers: Victor Iancu, Dragos Puia, Mihail Petcu.

VOICU & FILIPESCU SCA

Assisted Baker Hughes International in two distinct public procurement procedures organized by 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. Assisted a Polish-based group active in complex turnkey investment projects across key business sectors, such as oil and gas, energy, environmental protection, industry and infrastructure, acting as bidder, in a public procurement procedure organized by the Romanian gas transmission company for the purpose of awarding a project for the technical design of three gas compression stations in Romania, as part of a complex European gas infrastructure project for the development of a gas pipeline from Bulgaria to Austria, via Romania and Hungary (BRHA). Assisted a Spanish-based group active

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in energy, construction and concession of large infrastructure projects throughout the world, acting as bidder, in a series of public procurement procedures organized by Romanian contracting bodies; relevant recent projects include advice on a €155 million build works FIDIC contract for the development of Transilvania Highway, as well as the €978 million rehabilitation of section 3 of Curtici-Simeria railway. Assisted a construction company in the public procurement procedure organized by the Romanian state-owned roads company Compania Nationala de Administrare a Infrastructurii Rutiere SA (CNAIR) for the design and construction of Timisoara Sud by-pass. Assisted a major healthcare equipment manufacturer in a series of public procurement procedures by which Romanian state-owned hospitals throughout the country have contracted the supplying, designing, installing and commissioning of medical devices, including magnetic resonance imagery equipment (RMN) and computer tomography equipment (CT). Ongoing assistance to the global leader in water, hygiene and energy technologies in connection to various public tenders procedures organized by hospitals, universities and other public authorities. Specialist lawyers: Marta Popa, Raluca Mihai.

TUCA ZBARCEA & ASOCIATII

Legal assistance to a telecom company in connection with a €84 million concession contract for the construction and operation of the backhaul elements of an electronic communications network in Romania. Providing advisory services in relation to the operation of sanitation public utility services in one of Romania’s most important cities. The law firm’s role included assistance in the various contractual aspects, as well as regulatory, finance and procurement matters pertaining to the project. Legal assistance regarding a concession contract for cleaning services in one of Romania’s most important cities. Assistance for 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 euro. 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. Specialist lawyers: Serban Paslaru, Vlad Cercel. 140

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Assisting in relation to the participation of Rehau Polymer SRL to a sectoral procurement procedure initiated by a Romanian stateowned company that supplies thermal energy in Bucharest for the acquisition of pipes used in the centralized heating system. The purpose of this procedure was the awarding of a supply framework contract valid for twelve months. The legal team provided support to the client with regard to the conformity of the documents submitted with the technical and financial offer and advised in relation to the liability of Rehau arising from the execution of the sectoral procurement contract, in view of applicable legislation and internal policies. Assisting and representing Knorr-Bremse GmbH, one of the world’s leading manufacturers of braking systems for rail and commercial vehicles, on all legal and administrative aspects related to the submission of their financial and technical offer within online public procurement procedures initiated by Romanian authorities and state-owned companies. The outcome was that the client was awarded the supply contract for constituent parts of the electric system of electric haulage and arrest for the trolleybus in one of the procedures. Assisting 3M Romania in relation to certain issues related to the contract concluded between the client and Autonomous State Company Rasirom, a general entrepreneur that provides specialized services in the fields of security projects and premises management. Due to the specific status of the aforementioned company the advice had to consider specific aspects related to the current and previous public procurement framework. Advising the Romanian governmental agency Agentia Nucleara si pentru Deseuri Radioactive, Nuclear Agency and for Radioactive Waste, in relation to all legal aspects relating to two public procurement procedures including a design contest and an open tender procedure initiated by this client for projects in the field of management of radioactive waste. Advising a major Austrian construction company in relation to the performance of their obligations under two public procurement contracts entered into with municipalities. The mandate included the analysis of the legal regime applicable to sub-contractors under Romanian procurement law, negotiations with the beneficiaries, specific aspects of procurement in the healthcare system, legal regime of the conflict of interest under Romanian and EU procurement legislation. Specialist lawyers: Ligia Cecilia Popescu. 


Which Lawyer in Romania

White Collar Crime

The fight against white collar crime features high on the agenda of most enterprises. Companies from around the globe are investigating the circumstances in which the criminal conduct of their employees affect business and reputation. As white collar crime fraud becomes an increased concern, lawyers specialise in forensic investigations and expand this practice at a fast pace.

White Collar Crime

Fighting a new type of crime The report called Global profiles of the fraudster, KPMG Forensic professionals around the world provided details about the types of people who commit fraud, the sorts of fraud they commit and the manner in which the frauds are detected. The results show that technology was found to be a significant enabler for the fraudsters investigated (24%); by contrast, the survey reveals that technology is likely not being used enough to prevent or detect fraud. For example, it showed proactive analytics plays an astonishingly minor role in combating fraud, with only 3% of the fraudsters being detected in this manner. Another key finding is that weak internal controls remains a major contributing factor for the frauds. Some of our other findings indicate that a typical fraudster is between the ages of 36 and 55 (69% of fraudsters investigated), predominantly male (79%), with the proportion of women on the rise at 17%, up from 13% in 2010. The threat comes from within (65% are employed by the company) and holds an executive or director level position (35%). The fraudster is employed in the organisation for at least six years (38%), described as autocratic (18%), esteemed, describing themselves as well-respected in their organisation likely to have colluded with others (62% of frauds, down just slightly from 70% in the 2013 survey). The fraud is motivated by personal gain (60%), greed (36%) and the sense of ‘because I can’ (27%). The increasing number of law firms developing a white collar crime practice is a trend in the last years. Why is that? “Indeed, the increased demand of such services is the driver of the diversification of

many law firms’ practice areas, to include white collar crime, in the latest period,” says Gabriel Albu, Managing Partner, Budusan Albu si Asociatii. “It comes in context of the increased organisation and resources of prosecution, of the exponential development of the sophistication of cases approached by the authorities, as well of the targeted industries, and of the state’s increased appetite for (sometimes excessive) criminalisation of various behaviours. All this in context of the long-debated fight against corruption and economic crime. Therefore, many industries, actors and behaviours which, not a long while ago, seemed out of reach from the criminal prosecution threat, became now “the usual suspects”. The same tendency also brought companies and organisations increased need to become more and more procedural, to perform internal audits and investigations, to have anti-fraud walls in place etc. This caused, in sum, this field to virtually become the latest “El Dorado” of legal practice areas. The market trend of the last 7-10 years was a constant increase in workload and sophistication of prosecutions, hence of the relevant legal market. It is presumable that, after such a long standing and consistent growth, the foreseeable future will bring a slowdown of the engines.” “We started to develop our white collar crime practice more than 10 years ago but the last years’ environment has accelerated the dynamic of this practice area in our firm [and not only - we have also noticed other firm starting or developing their practice in this area],” confirms Bianca Alecu, Senior Associate, Clifford Chance Badea.

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“The demand for this type of services is generated by several factors. Without making a ranking, we can say that awareness at the level of companies has significantly increased and more attention is being paid to the prevention of fraud, corruption, money laundering, tax evasion and other crimes that may attract corporate criminal liability including, in certain conditions, the criminal liability of executives/ managers. In addition, apart from the local trend generated by the anticorruption fight led by the DNA, the international environment has also impacted such increased focus on white collar crime legal services. The local and transnational cooperation of various authorities (investigative, regulatory, tax, preventive) has increased significantly, which generated complex and interconnected investigations at the level of global companies with presence/ business in Romania and thus, the need for more support/assistance in this area. Obviously, in such a context risks and implications for companies have increased, thus requesting a risk management multidisciplinary approach. Companies have changed the approach and have started to be proactive, asking for what we can call a “preventive advise”, instead of adopting a passive defence approach in cases where they are faced with raids/inspections or investigation on either tax, criminal, AML, antitrust etc.” Liviu Togan, Partner, Musat & Asociatii says that in the last years the criminal law practice has known an accelerated increase of the “elite” case files having as object the so called “white collar” crime. Either it is about corruption crimes, related to employment or


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economic crimes (abuse or negligence on duty, misappropriation, tax evasion, deceit, fraud with European funds) or associated crimes (money laundering, organised crime group), these case files have come indeed in cascade as a result of an increasing emphasis put by the Prosecutor’s Offices, including by the specialised structures (DNA and DIICOT) on fighting corruption, and, in general, the big economic and financial or organised crime. “Of the more than 100 lawyers of “Musat & Associates”, no less than 14 lawyers work exclusively in the Criminal Law Practice within the firm, currently being probably one of the largest (if not the largest) team of lawyers who provides assistance in this area of law. To them are added other lawyers from different areas of particular specialisation but who, in each separate case, bring a contribution by clarifying matters of law which are incidental in one case or another: public procurement, tax, European funds, financial and banking, intellectual property or pharmaceutics, to name only a few,” adds Togan. “The increasing number of law firms developing a white collar crime practice is natural, being determined by the large number of criminal investigations against companies, their board members or employees, related mostly to corruption, fraud, money laundering, tax evasion, embezzlement, cybercrime. At the same time, the parties damaged by the above mentioned crimes need specialised assistance for securing their rights in criminal proceedings and for recovering the prejudice,” says Alexandru Ene, Partner, Head of Litigation & Compliance Department, NOERR. Adding that “against this background, law firms have to be prepared for advising their clients not only in commercial transactions and business matters, but also for avoiding any potential criminal law consequences and/or defending their rights once a crime has been committed. “ Sebastian Gutiu, the Managing Partner of Schoenherr Romania and head of the firm’s white collar crime practice pointed out that “law firms must adapt to the needs of an expanding business lawyering market, which is no longer confined to classical practice areas, such as real estate, corporate and M&A, regulatory, banking and finance, etc., but also includes crimes in relation to these business activities (i.e. economic crime). On the one hand, white-collar crime practice is focused on the defence of the author of such offences who has a specific profile; thus, individuals involved in politics and the (top) management of public and private entities risk to be exposed to corruption issues and tax evasion (the most representative types of white-collar crime, at least in Romania),

White Collar Crime

whether directly or indirectly. On the other hand, white-collar crime practice addresses the particularities of the position of victims of such intricate offences Third but not least the position of the corporation employing the individual(s) involved in such crimes is a separate area of expertise Consequently, as a natural reaction to the trend, law firms have had to develop an initially niche legal practice.” “The development of this practice area came as as a response to client demand says Ligia Cecilia Popescu, Partner, Coordinator of Dispute Resolution & Public Procurement practices, Wolf Theiss. Our Bucharest office has substantially enhanced the white collar crime practice in the past year and we plan to continue investing into the development of this area. An increased number of international commercial players in Romania have been under the scrutiny of the criminal authorities in relation to bid rigging or fiscal evasion allegations and therefore we were prepared to assist through the procedural challenges they faced. The phenomenon is part of the anti-corruption campaign successfully carried out by the Romanian criminal authorities under the principle “’zero tolerance to corruption”. Similarly we are assisting clients who have been the victims of various frauds including bank fraud conducted through cyber crime type of activities.” While Romania gradually emerged from the communist era, law firms have been adapting to the reshape of the entire country. For that reason, starting with the late 90s / early 2000s, law firms have been continuously formed, focusing on the areas where there was a high demand of business lawyers, such as M&A and Real Estate. Similarly, in more recent years, due to the increasing number of cases of white-collar crime in public and private sectors, law firms have focused their efforts to strengthen and specialise their criminal practice. Oana Ijdelea, Partner, Ijdelea Mihailescu believes that “although the continuous change in the environment can sometimes bring dissatisfaction, personally I see it as incredibly positive for the growth of lawyers

and other professionals as we have a first seat in observing the creation of the business and legal framework. What is more, many times we are even the ones who create the framework.” Adding a white collar crime practice to the existing traditional practices became a necessity for most of the business law firms given the two trends of the last years: the more and more aggressive practice of the investigation bodies (such as the antifraud department) and the continuous increase of criminal cases involving legit businesses. Normally, a law firm should be able to respond all legal needs of a specific client argues Georgiana Singurel, Partner with Reff & Associates. She adds: “in the same time, the traditional approach of one man show no longer works in complex white collar crime files. The manner in which we approach business crime legal cases is based on the fact that, in our view, these are best handled by multidisciplinary teams including: legal professionals with a good understanding of the business specifics involved (i.e., by involving lawyers with substantial business law experience as well as familiar with the business criminal law specifics), experts able to understand very well the case on the merits (e.g., tax aspects in tax evasion cases), and experienced criminal lawyers able to address the criminal law specifics of the case, especially from a criminal procedural law perspective.” The Global profiles of the fraudster KPMG survey shows that a typical Romanian or Moldavian white-collar criminal is younger than the global average: between 26 and 35 years of age compared to 36-45 years. 46% of Romanian/Moldavian fraudsters are educated and have a bachelor’s degree. In all cases, they did not work alone. In 77% of the frauds analysed the main motivation for these young, educated white-collar workers to get involved in frauds was greed. Lots of Romanian fraudsters also like to flaunt their wealth. 39% of them drive expensive cars and wear expensive clothes, compared to 17% globally. Frauds in the two countries were possible by involving CEO’s or the board (31%

Bianca Alecu, Clifford Chance Badea

“ Apart from the local trend, the international environment has also impacted such increased focus on white collar crime legal services”

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Legal Opinion

Companies All-In: Eyes Wide Open in the Romanian White-Collar Crime Context Interview with Alexandru Ambrozie, Head of the White-Collar Compliance & Defense Department at Popovici Nițu Stoica & Asociații We noticed an increasing number of law firms developing a white-collar crime practice. Why is that? Do you see an increasing demand for this type of services? Law firms are always adapting and preparing to meet the clients’ needs. In this respect, although there has always been a demand for services related to whitecollar crimes, this area of practice has been significantly expanding during the last years. This comes as a result of the changes taking place in Romania, as well as globally: the fight against corruption has intensified; criminal authorities are focusing more on economic offences all over the world; the number of legal entities, CEOs, CFOs and board members who are under investigation or have been convicted has increased significantly. Also, many white-collar cases require a multidisciplinary approach, in addition to the criminal knowledge, which is best provided by law firms covering various areas including tax, corporate matters, public procurement etc. How would you describe the white-collar crime ‘trend’ in 2017? Globalization is making its way into every aspect and white-collar crime could make no exception. More and more white-collar crimes nowadays have a transnational element and many regional and international organizations are advancing changes in the national legislations and promoting cooperation between states in the fight against crime. Therefore, it is fair to say that collar crime practice, especially within the European states, is gradually reaching a common ground. However, as with every adjustment in such a “sensitive” field, the change cannot come overnight, and, at least for now, the white-collar crime practice in Romania has some particularities that set it apart. Which are the specific aspects of the local “collar crime practice” area? Unfortunately, the Romanian crime system is oriented towards sanctioning rather than compliance and prevention, this

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. This puts a great deal of pressure on companies and their boards, seeing that they remain the only players when it comes to prevention and compliance, but the tables turn whenever a company treads away and is investigated in connection with an alleged crime. Furthermore, we see in Romania a tendency towards criminalizing corporate and tax matters, many tax noncompliance issues being too easily qualified as tax evasion. A KPMG study shows that most frauds in Romania are discovered thanks to anonymous sources (54%), while globally 19% of frauds were discovered thanks to formal procedures. Why this difference? The relatively high percentage of criminal investigations that commence pursuant to information provided by whistleblowers is probably due to the national legislation. In Romania, the law is lenient with defendants who agree to provide information concerning other offences, stating that they will benefit from a reduction of the sentencing limits to half. Apart from the law provisions, companies are coming to realize that cooperating with investigative authorities, self-reporting or conducting internal investigations is turning out to be in their own benefit. How can a company protect itself from fraud? In order to protect themselves, companies need to establish, consistently apply and update whenever necessary various monitoring mechanisms and policies, such as anti-money laundering policies; anti-corruption policies; adequate due diligence on partner companies and all business relations, whether with clients, agents or suppliers. Unfortunately, many companies used to be reluctant in taking such measures, usually claiming that they are not necessary, that they trust their employees or business

239 Calea Dorobanti, 6th floor, Bucharest, 1st District, Postal Code 010567, Romania Telephone: (0040) 21 317 79 19; Fax: (0040) 21 317 85 00 / 317 75 05 E-mail: office@pnsa.ro; Web: www.pnsa.ro

Alexandru Ambrozie, Partner partners, or simply that such measures are too expensive and somehow interfere too much with the ordinary course of business. However, this is coming to an end in light of the global direction keeping the board members liable for criminal offences in their companies unless they are able to prove that they’ve taken all reasonable measures to prevent them. Also, in addition to establishing a basic set of preventive measures, companies need to be aware of certain ‘red flag’ situations which require further consideration. Worth mentioning are the intra-group transactions for which companies involved must apply the arm’s length principle and ensure that the price reflects the market value. In such cases, related parties usually call on transfer pricing consultants to prepare a transfer pricing report and assume that by complying with the provisions of the report, they consequently obey the law. However, companies don’t often realize that they are the ones providing the business assumptions and forecasts on which such reports are based. As a result, if companies don’t have a sound basis for the presumptions made or fail to provide accurate information to consultants, they may end up being investigated for tax evasion and usually also for money laundering as well. All things considered, we advise companies to bring prevention and compliance into focus, as collar crime practice is constantly pushing forward.


Which Lawyer in Romania

compared to the global average of 28%). Most fraudsters in Romania consider themselves superior to other people (69% compared to 36% globally). KPMG experts believe that a medium where “hierarchy is sacred is fertile ground for frauds committed at upper levels of management” and often these business leaders will involve their subordinates. Both Romania and Moldavia are countries where autocratic leadership is the norm. Most frauds in Romania are discovered thanks to anonymous sources (54% compared to 19%), while globally 19% of frauds were discovered thanks to formal procedures, which was not the case for any of the white collar crimes investigated

White Collar Crime

Directorate for Investigating Organised Crime and Terrorism (DIICOT), has the legal authority to investigate other “white collar crimes”, namely the offences of money laundering, tax evasion, crimes against the financial interests of European Union,” says Alexandru Ene. “White collar criminals have a common ground: are hardly educated about fiscal issues and all recklessly try to maximise profits for themselves and their companies at the expense of the fiscal creditor. No sooner than they educated themselves about fiscal issues which usually envelop all the phases of decision making, they become more prudent and compliant, preferring long-time security to short-term profits. White

Oana Ijdelea, Ijdelea Mihailescu

“Although the continuous change in the environment can sometimes bring dissatisfaction, personally I see it as incredibly positive for growth”

in Romania and Moldavia. Sales and marketing are the domains that present the highest risks for fraudulent activities. “In fields such as these it is not uncommon for managers that rely on financial results to find ways to play with the system”, the report specifies and it underlines that at a global level “inner procedures were the main factor that led to frauds being discovered”. Alexandru Ene, Partner, Head of Litigation & Compliance Department, Noerr says that over the past years, taking into consideration the objectives imposed by the European Union and the criticism related to the inefficient fight against corruption in Romania, the Romanian judicial system has become much more involved in investigating corruption crimes, whereas a lot of corruption cases are being continuously revealed. “In this regard, in Romania, the “collar crime practice” is often associated with the activity of the National Anticorruption Directorate (DNA), a prosecutor’s office set-up following a model adopted by several European states, specialised in combating high- and mediumlevel corruption. Based on DNA investigations, the Romanian courts have condemned high public officials, important representatives of different areas of activity and top management of international corporations on corruption charges. Apart from DNA, another authority,

collar crime is seldom caused by intent and more by negligence. The executives earn enough to enjoy an enviable life but never get educated enough to comply with all possible rules. If they did, they would be less of the executives they are and more of the commoners like ourselves. Prudence is usually associated with more education and less business initiative, whereas success in business is more the result of recklessness and undaunted courage. Rather than having more white collar criminals than in the past, white collar crime is now easier to detect and this may explain the increasing practice around it,” says Ionut Dobrinescu, Partner Dobrinescu Dobrev. Like many other local fields, letting aside its recent development trend, Romania is essentially an emerging market. “Things are moving fast in terms of aggressiveness of the authorities, multidiscipline nature of cases, volumes, sophistication, judicial practice trends, types of deeds under investigation, needs of corporate clients etc. By all means, it is not a well-established, predictable practice area, but more of a constant turmoil. This is the reason for which day-to-day feeton-the-ground, long standing and constant participation into actual and complex prosecutorial and other investigations, as well as criminal trials, is instrumental for a correct and efficient approach to clients’ mandates,” says Gabriel Albu, Managing

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Partner – Budusan Albu si Asociatii. Sergiu Dragoianu, Senior Associate at Maravela | Asociatii says “there is indeed a sensible increase of demand for this type of work and as a matter of fact, our white collar crime practice grew considerably due to our clients’ demands and needs. Although we do not own any fundament study, we find it highly unlikely that none of the crimes investigated in Romania were discovered thanks to formal procedures. Romanian authorities focus on fighting the corruption in the public sector, but overlook the corruption from the private sector and the need for a special law that would include sanctions, but also prevention policies for the private companies. Even though the authorities do not focus their resources in elaborating strategies and corruption prevention policies for the private sector, the companies may apply ISO 37001 Anti-bribery management system. This international standard helps organisations manage the risks of corruption through a series of measures that aim to prevent, detect and address bribery.” “Our white collar crime practice deals with two main types of projects, which are actually the two faces of the same coin: prevention and defence says Georgiana Singurel, Partner with Reff & Associates. “The first type of mandates are carried out preventively, often without an internal trigger (such as an investigation against the company or against the people in the company). They typically arise from external causes, such as the focus of criminal prosecution bodies for a specific industry or practice. In the same category are the so-called internal investigations that are conducted by the company as a result of their own suspicions (whether a specific situation is being pursued or that whistleblowing notifications must be checked). Usually, the forensic practice conducts these investigations and we are involved when they identify potential criminal risks. The specificity of defence projects is represented by multidisciplinary collaboration. From our perspective, collaboration with a specialists from various fields (tax, forensic, audit, accounting etc.) is not only necessary, but also mandatory for a successful defence even for the simple reason that the prosecutor’s offices have at their disposal specialists detached from National Agency for Fiscal Administration, who works with the case prosecutor, guiding through the paralegal aspects of the case. Since the setup of the white-collar crime department, our approach has been integrated, collaborating with the Deloitte tax, forensic and risk advisory practices,” adds Singurel. In its fight against white collar crimes, Romania


Which Lawyer in 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 well defined argues Anca Maria Mihailescu, Partner, Ijdelea Mihailescu. “Consequently, Romanian attorneys, aside from extensive knowledge of the criminal law and related proceedings, must be very vigilant, stay well informed, analyse new cases since the moment that competent authorities or even the media makes an announcement. “Knowledge is everything” takes on new meaning in a developing system.” In this area of economic crimes/white collar crimes, we have noticed a relatively new increasing trend of the authorities to prosecute and sanction companies says Bianca Alecu, Senior Associate, Clifford Chance Badea. “When talking about corporate criminal liability under the Romanian law, we have seen two main shortcomings while assisting clients (i) unclear and unpredictable legal provisions and (ii) the lack of jurisprudence. The way corporate criminal liability is regulated by the Romanian law leaves room for discussions and different interpretations. As compared to other jurisdictions, our legislation is very general and leaves room for interpretation and unpredictability. Other jurisdictions contain various clear and specific provisions regarding the corporate criminal liability; we can mention the UK Bribery Act, which specifically sanctions companies for failure to prevent bribery; a similar provision is regulated by the new French law, Sapin II, and the recent UK legislation on failure to prevent tax evasion. Talking about the local environment, we have also noticed that companies are not aware of various undertakings they have to observe under the Romanian law. To give you an example, the duty of some specific entities to have in place and perform the so-called procedure of “know your client”, required by the AML legislation to prevent money laundering, which made the object of several inspections performed last year by the AML inspectors of the Office for prevention and control of money laundering.” “By definition, white-collar crime refers to financially motivated, non-violent offenses committed by individuals acting in the business area or by top-level officials. A specific feature of the local WCC practice consists of the fact that it increasingly deals with the liability of legal entities for such particular offenses,” says Magdalena Roibu, a Senior Attorney at Law at Schoenherr Romania’s white collar crime practice. She adds that at this point, we need to mention that Romanian doctrine and practice approach the criminal culpability of legal

White Collar Crime

entities as a direct one. Courts analyse it strictly from the perspective of the legal entity itself, distinctly from the liability of natural persons. Criminal liability of legal entities is usually entailed by their managing bodies, which means that the culpability of these categories of persons shall be, as a rule, the culpability of the legal entity itself. However, since the criminal liability of corporations may be also entailed by other persons, besides its managing bodies, courts usually check whether there is a connection of the particular crime with the legal entity. For instance, in case of the deeds of employees or holders of power-of-attorney, it is necessary that the legal entity was

associated (e.g. suspension of the activity for a term between three months and three years; closure of certain operating divisions of the legal entity for a term between three months and three years; prohibition to participate in public procurement procedures for a term between one and three years; display or publication of the conviction sentence). As far as the local white-collar crime practice is concerned, lawyers specialised in whitecollar crime mainly deal with cases of corruption, as it has become a national issue (e.g. passive and active bribery, trafficking in influence, peddling in influence), but also with criminal offenses related to breach of trust by public officials (abuse of office and the connected offenses). Additionally, due

Georgiana Singurel, Reff & Associates

“The traditional approach of one man show no longer works in complex white collar crime files”

aware of the intent to commit the offense and agreed with or incited the natural person(s) to the commission of the offense. When it comes to official statistics , the cases where legal entities were held criminally liable for white-collar offenses seem to follow an increasing trend, despite the initial reservations of investigation authorities to prosecute legal entities. Thus, during the year 2015, only 83 legal entities were indicted, primarily for corruption offenses, but also for offenses against the financial interests of the EU. 50 legal entities were indicted only by the prosecutors of the National Anticorruption Directorate (“DNA”) head office in Bucharest. In 2016, the number of indicted legal entities reached 114, the leading charges consisting of corruption offenses. Despite the fact that the number of legal entities criminally investigated and subsequently indicted seems to increase every year, the number of convictions remains rather reduced. For instance, only 6 legal entities were convicted in 2015, for corruption offenses or offenses against the financial interests of the EU. In 2016, 10 legal entities were convicted mainly for offenses against the financial interests of the EU. In case of a criminal liability of legal entities for WCC, the sanction applied by courts usually consists of a criminal fine, to which accessory penalties are optionally

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to the “lucrative” side of white-collar crime, which is mainly profit-oriented, the local WCC practice also encompasses economic offenses, (e.g. tax evasion, money laundering, capital market offenses, competition offenses – e.g. bid rigging), and even niche offenses (e.g. cybercrime, copyright infringement and forgery, under all its forms). WCC practice is a rather specific area of legal practice, being similar to litigation, with a lot of research, drafting, factual development and legal diagnosis, but with more significant client contact, especially during the early stages of the criminal investigation. Additionally, conducting internal investigations within a company on WCC matters and identifying potential criminal and associated civil issues is a specific and substantial piece of the work of a lawyer specialised in whitecollar crime. Individuals and corporations demand WCC legal assistance as much when they are merely witnesses to alleged offenses, as when they are accused of it. In any manner, WCC practice requires particularly versatile lawyers who are able to provide a wide range of services (from legal counselling to pleading the case in court, up to a final ruling on the merits).” “We can state an ascending trend of the investigations related to the method of obtaining and using the European funds,


Which Lawyer in Romania

White Collar Crime

Gabriel Albu,Budusan Albu si Asociatii

“By all means, it is not a well-established, predictable practice area, but more of a constant turmoil”

as well as a significant casuistry of the criminal investigations related to the potential frauds committed in relation to the public procurement procedures, aspects which may be considered to be specific to the local market says Liviu Togan, Partner, Musat & Asociatii. “Last, but not least, we can notice an intense activity of judicial inquiry carried out by the criminal prosecution bodies with regards to the economic mechanisms behind which money laundering crimes committed both by natural and legal persons might be hidden, in many cases these persons acting in a coordinated manner, which could also lead to taking into consideration the crime of establishment of an organised criminal group,” adds Togan. In the last year there was a rise in the number of white-collar crime cases in Romania, particularly in highly regulated sectors such as capital markets or insurance. Why is that? Over the past years, the sectors such as capital markets or insurance have recorded a significant development says Alexandru Ene, Partner, Head of Litigation & Compliance Department, Noerr. “The evolution of these sectors has triggered, in some cases, fraudulent activities. Moreover, the investigation bodies pay attention to those domains that indicate increased risks of criminal activities,” he adds. “In fact, the number of such cases was on the rise, year after year, for almost a decade now says Gabriel Albu, Managing Partner – Budusan Albu si Asociati.” The Romanian legislation, as well as the prosecutorial system, are undergoing major and constant change, which trigger both criminalisation of more and more economic behaviours as well as an increase in the appetite and volume of related prosecutions. Also, the causes and effects of the financial recession/ steadiness of these last years has triggered investigation of various events of fraud and more aggressiveness from the authorities. In essence, they have “sharpened” the relationship between the (corporate) citizen and the state.” “Capital markets and insurance are, by

excellence, specialised areas of law, which, although highly regulated, imply a substantial degree of practical knowhow when it comes to their investigation and prosecution says Magdalena Roibu, a Senior Attorney at Law at Schoenherr Romania’s white collar crime practice. “They require lots of skills and specific knowledge, far beyond mere criminal law/procedure expertise, from investigation authorities as well as the cooperation with the regulator. The increase in the number of cases shows both a more thorough understanding of these areas of law by the investigators as well as a closer cooperation of the investigators with the regulators.” Ligia Cecilia Popescu, Partner, Coordinator of Dispute Resolution & Public Procurement practices, Wolf Theiss noticed that unfortunately even highly regulated industries are not sheltered from corruption and repeated infringement of such regulations, the result being a high rate of crime in this area. Sometimes the low administrative capacity of the authorities to react promptly to certain borderline practices also lead to crime in the long term. There was no particular reason in our view, says Bianca Alecu, Senior Associate, Clifford Chance Badea: “as in the case of other authorities which have a clear agenda, and sometimes well announced before, on which sectors will be targets/ subject to controls, similarly, prosecutors performed investigations targeting certain sectors/ industries. According to the DNA’s report of activity in 2016, identification of fraud and corruption in the field of public procurement was their priority in 2016. We can say that investigations also focused on infrastructurerelated acquisitions, IT services, telecom industry, health, restitution of state owned property and public services. There is also the so-called trend of cross-investigations, i.e. the authorities perform criminal investigation following information deriving from tax controls, AML investigations, competition down raids etc. Antoniu Obancia, Partner Zamfirescu Racoti & Partners observes that the highly regulated

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sectors such as capital markets or insurance were recently investigated as a part of the anticorruption and antifraud programme. “The authorities are primary focused on tax evasion and money laundering, but their inquiries may show up offences that are associated with corruption.” As a matter of fact, all industries are affected, says Oana Alexandra Ijdelea, Partner, Ijdelea Mihailescu, but those regulated sectors are more likely to “breed” whitecollar cases. Studies have shown that, worldwide, those in senior management of major corporations are far more likely to be involved in white collar crimes. Unfortunately, the rise of white collar cases in the regulated sector may also have something to do with the fact that the related legislation can be sometimes unclear or contradictory. Consequently, we all have seen members of senior or middle management taking certain decisions without realizing that one may view them as illegal or somewhere at the border. In our experience, lately, there has been an increased tendency for the tax authorities to notify the criminal prosecution bodies regarding economic crimes, especially tax evasion offences says Georgiana Singurel, Partner with Reff & Associates. She adds: “as a result, it is to be expected that in the near future we will witness an increase of the criminal cases referring to economic crimes. The number of corruption offences and assimilated remained, to some extent, the same as in the last two years. What may have changed is the spectrum of people investigated. Currently, although the emphasis is on crimes of both corruption and tax evasion, information in the public space refers mainly to corruption, motivated as we were saying, to the notoriety or function held by the investigated persons.” With fraudsters becoming more and more elaborated proper internal control policies become a key factor in protecting companies. So. how can a company protect itself from fraud?i ”Obviously, there is no bullet proof solution invented, yet. Various types of internal procedures, from background checks, proper DoA flows, selection of suppliers and management of client relationships etc., they all help to mitigate actual risk and help decrease an organisation’s risk of being itself subjected to criminal sanctions, as a legal entity, for systemic failures. However, one thing that stems from our practice, especially when talking about major and/ or international corporations, is lack of adaptation of such procedures to local rules, customs and behaviours After all, as told above, to be done right, if anything,


Which Lawyer in Romania

white collar crime and related fields require local acumen and highly specialised experience – real feet-on-the-ground says Gabriel Albu, Managing Partner – Budusan Albu si Asociatii. “Criminal liability for fraud is a matter of personal criminal liability of the perpetrator but it might be a matter of criminal liability of the legal entity/the company and in some conditions also might trigger the criminal liability of the executives, managers, other superior/financial managers,” argues Bianca Alecu, Senior Associate, Clifford Chance Badea.”We advise our clients and have already worked with them to increase the awareness at management level on several potential fraud mechanisms as well as we advise them to implement/ adapt ethics and compliance polices, to train people properly to effectively implement those policies and procedures. Whistleblower policies are also useful and very common in other jurisdictions. Internal controls/ internal audit might also help to identify the very incipient stages of any potential or ongoing fraud and might prevent the damages which if not financial, might be reputational and might also impact on the financial wealth of a business,” adds Bianca Alecu. “The first recommendation we make to our clients, no matter if they are corporations or natural persons, is to ask for the lawyers’ advice before making a transaction, an agreement or any other action bearing risks (even criminal) says Liviu Togan, Partner, Musat & Asociatii. The need for consultancy from a specialised lawyer (including in the criminal field) which rather prevents than solve the client’s issues should not be ignored. “The problem which the corporations face in today’s society is that they are, by the nature of things, exposed to criminal risks, either generated by the lack of inadequacy of their internal procedures or generated by lax rules at the level of employees who expose the company to discretionary behaviours or to potential fraud or other crimes. And precisely this protection of their business from the criminal point of view is the one which is many times neglected or superficially treated. That is why it is very important for the shareholders, directors or managers to be aware of the crucial importance of knowing the legal framework (many times extremely fluid) where the operations which they carry out must take place, namely to avoid to the extent possible the errors in the way in which they carry out or document the different commercial operations to which they are a party,” says Liviu Togan.

White Collar Crime

Alexandru Ene, Partner, Head of Litigation & Compliance Department, Noerr comments that first of all, the commitment of the top management of a company is essential for protecting the company from fraud. “Furthermore, the company has to adopt and implement adequate procedures and to maintain control over the company activities and records. Subsequently, the top management has to monitor and review if the internal procedures are properly implemented. Separately from the internal measures, a periodical external audit is recommended.” Antoniu Obancia, Partner Zamfirescu Racoti & Partners pointed out that the companies started already to use specialised antifraud trainings involving the employees. “Generally speaking, this is the most recent means of preventing fraud in a company. Of course, there are many particular cases that require a tailored legal assistance to the same goal. One of the most important trends in the current legal practice is that clients ask for specialised criminal law advise as part of the legal assistance to commercial transactions that formerly were a pure real estate, banking or company law issue. This can be assigned to the publicity made in the past recent years to the actions and results of the criminal legal system,” says Obancia. Georgiana Singurel, Partner with Reff & Associates says that they advise clients to have a proactive defence, as one of the best ways to mitigate criminal risks is the implementation of prevention/compliance programs. “We act as a multidisciplinary team identifying the risks (on customeragreed areas), evaluating how remedial measures exist in the company or not and recommending additional remedial measures or improvements to existing ones. This is the so-called risk assessment. There is an increased appetite for designing enterprise wide financial crime compliance programs. As a result of such a project, the client will have a clear picture of the risks to which he is exposed, depending on the agreed focus, to corruption, tax evasion, company compliance with the applicable legislation, personal data protection, labour

law and others. In addition, what is most important, perhaps, the client will have a risk hierarchy for efficient allocation of resources and a plan to implement remedial measures. One additional way of protecting a company against the frauds is increasing awareness within the company through trainings for the employees tailored fit to the business model and organisational structure. The more people are aware of the potential personal liability, the more they will be responsive in case a risk scenario arise.” Companies must prepare “defence mechanisms” in order to control such phenomenon says Magdalena Roibu, a Senior Attorney at Law at Schoenherr Romania’s white collar crime practice. There are several ways in which a company could protect itself from fraud. Firstly, a company could establish internal policy rules to be disseminated to its employees, drawing their attention to the consequences they might incur as a result of perpetrating fraud, including potential criminal liability. Secondly, it could provide a whistleblowing line which may handle anonymous reports from employees, and it should guarantee the confidentiality of reporting. To this end, the whistleblowing line should not be outsourced, but dealt with by the company itself, in order to ensure trust and human networking. Thirdly, it could implement the Anti-Bribery Certificate ISO 37001. Recently, I have participated to the implementation courses, and can assure companies that such a certificate contains valuable guidelines as concerns a potential counteraction in case of bribery risks within the company, as well as the monitoring and control of such offenses. These general rules could be easily adapted to suppress white-collar crime in general, and fraud, in particular. A well-managed company is expected to have a compliance policy supported by such anti-fraud management systems to assist it in complying with its legal obligations and commitment to business integrity. Thus, it can avoid or mitigate costs, risk and damage due to involvement in fraud, to promote confidence in business dealings and to enhance its reputation.” 

Antoniu Obancia, Zamfirescu Racoti & Partners

“The authorities are primary focused on tax evasion and money laundering, but their inquiries may show up offences that are associated with corruption”

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Which Lawyer in Romania

White Collar Crime

A KPMG study shows that most frauds in Romania are discovered thanks to anonymous sources (54% compared to 19%), while globally 19% of frauds were discovered thanks to formal procedures, which was not the case for any of the white collar crimes investigated in Romania and Moldavia. Why this difference? GABRIEL ALBU, MANAGING PARTNER, BUDUSAN ALBU SI ASOCIATII I cannot pretend to be able to give a thorough answer, compared to KPMGâ&#x20AC;&#x2122;s statistic based exercise. But an educated guess would be that Romaniaâ&#x20AC;&#x2122;s less developed and less predictable whistle blowing and plea bargaining system, with associated immunity or leniency, should be the most likely reason. However, things are steadily improving and, also in consideration of the increased procedurization of companies, organisations and institutions, in respect of fraud prevention and detection, statistics will likely improve. BIANCA ALECU, SENIOR ASSOCIATE, CLIFFORD CHANCE BADEA In general, at global level several jurisdictions require companies to have policies and procedures in place to prevent and/or to report crimes, either frauds, corruption, or other types of crimes. In Romania, formal prevention procedures are currently in the process of implementation. We have helped several clients to implement or adapt their global procedures to local legislation (e.g. AML procedures, anti bribery policies, ethics and compliance). The difference mentioned in the KPMG study might derive from the low presence and/or implementation in Romania of such policies and procedures.

Also, the degree of investigation and the recovery of prejudice might be different in the case of an internal fraud as compared to an external fraud. Internal fraud might be much easier to discover/investigate if an internal investigation/audit is performed and then is followed by few measures that the management needs to implement. When talking about external fraud, here there might be very complex schemes. On several occasions, we have dealt with external fraud as well, which in some cases were discovered in time, thus preventing any prejudice for the legal entity. IONUT DOBRINESCU, PARTNER, DOBRINESCU DOBREV The difference may be explained by the sheer incompetence or complicity of the fiscal auditors, be them statal or private. It takes a whistle-blower to point almost any ailing audit or investigation to the right direction. ANCA MARIA MIHAILESCU, PARTNER, IJDELEA MIHAILESCU Criminal regulations and formal procedures in Romania are yet to be in a definite form, which might be partially the reason for the results of the KPMG report. On the other hand, over the past years, the number of white collar cases which have resulted in conviction has increased also due to the management and efficiency of public institutions involved in prosecution and criminal conviction.

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Which Lawyer in Romania

LIVIU TOGAN, PARTNER, MUSAT & ASOCIATII Indeed, with regards to the share of investigations carried out by the authorities in Romania and the Republic of Moldova, it may be stated that this is represented by the disclosure of the crimes committed from anonymous sources. This aspect may be justified by the fact that (at least with regards to the situation in Romania) the criminal legislation in force not only allows, but it also encourages by the significant reduction of the punishment limits the information of the criminal prosecution bodies about the crime committed. However, it must be taken into account that there are criminal investigations which do not have anonymous sources as a starting point, the criminal prosecution bodies having enough investigational means to identify the crimes committed and their authors. ALEXANDRU ENE, PARTNER, NOERR In Romania, the anonymous denunciation is considered by the criminal investigation bodies only if the denunciation reveals clear clues about the perpetration of a crime. The persons who have knowledge about the perpetration of a crime prefer to make anonymous denunciations mainly because they do not consider the capacity of the authorities to protect them from the perpetrator’s actions as efficient. For this reason, the anonymous denunciation is seen as a „self-protection measure”. GEORGIANA SINGUREL, PARTNER, REFF & ASSOCIATES Adding a white collar crime practice to the existing traditional practices became a necessity for most of the business law firms given the two trends of the last years: the more and more aggressive practice of the investigation bodies (such as the antifraud department) and the continuous increase of criminal cases involving legit businesses. Normally, a law firm should be able to respond all legal needs of a specific client. In the same time, the traditional approach of

White Collar Crime

one man show no longer works in complex white collar crime files. The manner in which we approach business crime legal cases is based on the fact that, in our view, these are best handled by multidisciplinary teams including: legal professionals with a good understanding of the business specifics involved (i.e., by involving lawyers with substantial business law experience as well as familiar with the business criminal law specifics), experts able to understand very well the case on the merits (e.g., tax aspects in tax evasion cases), and experienced criminal lawyers able to address the criminal law specifics of the case, especially from a criminal procedural law perspective. MAGDALENA ROIBU, SENIOR ATTORNEY, SCHOENHERR ROMANIA “This difference is perhaps due to the fact that locally and globally, whistle-blowers (or approvers, as they are called in criminal cases) have become an increasingly important element in detecting fraud, particularly where the fraud involves collusion (conspiracy). Romanian criminal justice practice proves no exception to the use of whistleblowers. The anonymity granted to these persons during the early stages of the criminal investigation strongly encourages them to report and expose offenses to investigation authorities. Also, the defenses to criminal liability, as well as the benefit of decreased penalties in case of voluntary reporting (in case the whistle-blower is also a perpetrator), motivate approvers to alert the authorities. Although the discovery of fraud thanks to anonymous sources seems to be an increasing trend in Romania, the initiatives of investigation authorities in revealing and suppressing white-collar crime continue to play an important part.” LIGIA CECILIA POPESCU, PARTNER, WOLF THEISS To our knowledge a rather substantial number of white collar crimes have actually been revealed through formal procedures, routine audits. The criminal authorities have recently investigated a significant number current and former government officials, later to be criminally pursued and eventually charged with white collar crimes. 

Most representative projects BONDOC SI ASOCIATII

Assisted OMV Austria in connection with various audits and compliance analysis. Assisted NOD Network, the largest household and electronic devices wholesaler in Romania. Assisted WSP Polska 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 of Oradea, north-west 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.

Assisted a large automotive parts producer in several criminal cases, as civil party, against employees involved in frauds and stealing of products. Assisted a large international group with respect to an inquiry by the Anticorruption Directorate, no sanctions imposed.

BUDUSAN SI ASOCIATII

Assisting and representing a major international oil group in a complex investigation involving allegations of various economic offences, allegedly aggregating over $1 billion in damages. Assisting and representing a major local group of companies involved in various

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industries, beverage, agriculture, energy etc., and executives thereof pending trial for 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. Legal assistance to global shareholder of local environmental services company investigated for tax evasion exceeding €50 million, by acquisition of fictitious assets and services. Legal assistance granted to EU oil and gas company investigated for tax evasion and tax fraud estimated to over €60 million, in connection with certain employee benefits


Which Lawyer in Romania

and cost allocation practices established at group level. Legal assistance and representation granted to major ICT company pending trial for tax fraud/tax evasion exceeding €10 million, following fiscal requalification of acquisition of goods and services. Specialist lawyers: Ovidiu Budusan, Gabriel Albu, Florentina Frumusanu, George Toniuc, Liana Iacob.

CLIFFORD CHANCE BADEA

Advising a major pharmaceutical company on the potential criminal liability of the management of the company following a tax inspection. Advising a constructions company in relation to its challenge of the minutes issued following a control by ANAF, alleging fraudulent actions and potential tax evasions. Advising a leading Romania bank as creditor in relation to the insolvency of a major debtor -ongoing. The case has multijurisdictional complexity and requires coordinated efforts in various legal areas – commercial, insolvency, criminal law, as well as litigation. Advising a large real estate fund in relation to the insolvency proceedings of a major real estate developer in Romania, as well as in relation to criminal complaints related to potential fraudulent actions during the insolvency procedure-ongoing. Specialist lawyers: Bianca Alecu, Adrian Rotaru, Simona Neagu, Vlad Peligrad, Miruna Poenaru, Sabina Crangasu.

MARAVELA | ASOCIATII

Assistance to the CEO of an important multinational company and representation throughout very delicate investigations of tax evasion and money laundering. Legal work includes drafting relevant documents, designing and implementing the defence strategy, tax and financial aspects, commercial and public acquisitions advice.The matter is important due to the impressive amount in discussion as well as the cross-border elements, due to three different jurisdictions concerned. Matter value: €35 million. Retained to represent a private client regarding a €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. Matter is important due to the amount

White Collar Crime

involved as well as cross border elements related to location of several companies involved in the file. Furthermore, the mandated implied representation before the National Anticorruption Directorate, the highest prosecutor’s office specialized in combating high and medium level corruption. Retained by a Dutch leading construction and infrastructure group, during fiscal investigations of its Romanian subsidiary. Legal work currently consists of the successful annulment of several fraudulent acts, such as money laundering, tax evasion matters, etc., that were initiated and conducted while the company was already subject to insolvency proceedings. Matter value: €15 million. Retained to advise a private client facing bribery allegations in connection with an important construction project, attributed following a supposedly forging activity. 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. Matter value: € 50 million. Retained by the client, following serious charges of tax evasion, registering fictive expenses for tax minimization purposes, money laundering, including a thorough investigation. The matter was important due to a complex defence strategy, as it implied proving the direct correlation between the departure the firm’s administrator and extreme profit loss of the oil & gas company undergoing investigation. The profit loss was presumed as being tax evasion and fraud. Client successfully acquitted. Specialist lawyers: Gelu Maravela, Sergiu Dragoianu, Ioan Roman, Catalin Oncescu.

MUSAT SI ASOCIATII SPARL

Assisting the Managing Director of the Group of Emergent Markets Coverage from Credit Suisse First Boston Ltd. in the judicial proceedings performed in Romania regarding charges of organizing a cross border criminal group, treason and espionage in connection with some of the most important privatization processes that took place in Romania. The case was one of the most complex legal matters due to some of the highest Romanian state representatives involved and it was tried definitively in front of

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the 5 Judges Panel of the High Court of Cassation and Justice. Currently assisting the Managing Director of the Group of Emergent Markets Coverage from Credit Suisse First Boston Ltd. in the judicial proceedings in connection with the claims raised before the European Court of Human Rights, regarding the breach of Article 6, Paragraph 1 of the European Convention on Human Rights. Representing Leoni AG, member of Leoni Group, 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 approx. € 39 million. The assistance included the full spectrum of cases, including assistance in front of the criminal authorities, employment and corporate matters, 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 such an important company is involved in an 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. Advising and representing Teamnet International SA, a leading player, one of the most important system integrators in the Central and Eastern Europe (CEE), the Middle East and North Africa (MENA), in connection with criminal files prosecuted by the National Anticorruption Directorate, in relation to charges of organising a criminal group and tax evasion, as well as charges of complicity to traffic of influence and money laundering, with a preliminary prejudice estimated by the prosecution bodies at a total of €20 million. Advising and representing Metex SA, a major local real estate company, in a criminal file investigated by the Directorate for Investigating Organised Crime and Terrorism in relation to charges of organizing a criminal group, tax evasion, money laundering and forgery, with a preliminary prejudice estimated by the prosecution bodies at €6 million. Assisting and representing CAF Construcciones Y Auxiliar De Ferrocarriles


Which Lawyer in Romania

SA Bilbao, a global leader in the manufacture and supply of high-tech rolling stock, and its Romanian affiliate in the judicial proceedings performed in Romania in relation to corruption charges allegedly perpetrated in order to influence the assignment of a public procurement procedure carried out by the Bucharest Underground Company METROREX SA for a framework agreement of a total of €300 million. Specialist lawyers: Gheorghe Musat, Gheorghe Buta, Octavian Popescu, Liviu Togan Adrian Chirvase, Stefan Diaconescu, Bogdan Lamatic, Ioana Varga, Cosmin Libotean, Razvan Graure, Daniela Georgescu, Doru Schipor, Iulian Popescu, Bogdan Mihai, Alexandru Terta, Adina Pulbere.

NOERR

Assistance and representation for a Global 500 information and communication technology company in a major white collar crime file. Advice and representation of a multinational electronics company in relation with corruption cases. Established the further procedure and drafted, on behalf of client, the criminal complaints. Representation of a world’s leading chemicals company in a major corruption investigation concerning the public procurement sector. Prepared the evidence and represented the client during the investigation. Advice to a large manufacturer of pipes and fittings for sewage systems in a major corruption investigation in front of OLAF and national prosecution bodies. Represent one of the market leaders in CEE for corrugated packaging 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. Specialist lawyer: Alexandru Ene.

POPOVICI NITU STOICA SI ASOCIATII

Assisted a construction company in connection with the criminal proceedings conducted by the Directorate for Investigating Organized Crime and Terrorism, DIICOT, for tax evasion, money laundering, embezzlement, use of the company’s assets in bad faith and establishment of an organized criminal group. Assisted an infrastructure company in connection with the criminal prosecution proceedings conducted by the Directorate

White Collar Crime

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. Assisted a credit institution on the criminal investigation for abuse of office. Assisted a leasing company on the criminal investigation for alleged forgery and use of forgery. Assisted a retail company on several criminal investigations for embezzlement, tax evasion, money laundering, as well as for failing to take the legal measures on employment health and safety. Specialist lawyers: Alexandru Ambrozie, Alexandru Nicolae.

RADU SI ASOCIATII | EY LAW

Assisting and representing Petrotel Lukoil SA before the criminal investigation bodies, before the preliminary chamber judge and before the first tier court in relation to criminal investigations and trials concerning the offenses of tax evasion, money laundering and using the credit and assets of the company in bad faith. The assistance consists in commercial and tax aspects concerning the criminal investigation and trial; challenging the precautionary measures imposed on the bank accounts and assets of the company, obtaining a significant decrease of the value of such measures, assisting the client with judicial expertise reports. The total value of the case is approx. €1.5 billion for the accusations currently before the first tier court and an estimate damage of $1.4 billion for other accusations. Assisting one of the leading construction companies in Romania with tax and commercial aspects regarding a criminal investigation conducted against the company along with other persons for the offense of tax evasion, pertaining to the allegedly unlawful accounting-book registration and further tax deduction of expenses related to interest arising out of certain loan agreements and foreign exchange differences. In relation to the tax and accountancy treatment of the abovementioned expenses, the damage incurred by the State budget was estimated to a total of RON7.6 million. As a result of the assistance the prosecutor adjusted the alleged damages to only half of the initial amount. Specialist lawyers: Emanuel Bancila, Octavian Adam, Alex Slujitoru, Laura Dimofte, Calin Stan.

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TUCA ZBARCEA & ASOCIATII

Successful assistance and representation for Romanian Football Federation, FRF, in a complex litigation arising out from the decision of the Romanian Football Federation to expel a local football club, F.C. U Craiova, from the Romanian Premier League. The litigation file concerned offences of official misconduct, in which the client acted as civilly liable party. In June 2017, the Bucharest Court of Appeal rendered a favourable decision for the client. Legal assistance and representation services provided to a company operating in the manufacturing of tobacco products in a complex criminal dispute. Legal assistance and representation services provided to a leasing company, in a complex criminal case. Legal assistance and representation to various national and international banking/ insurance institutions, as well as multinational companies in relation to criminal law offences. Legal assistance and representation services provided to a telecommunications company in a complex criminal case. Specialist lawyers: Ionut Serban, Dan Cristea.

ZAMFIRESCU RACOTI & PARTNERS ATTORNEYS AT LAW

Represented 43 complainants from Colectiv nightclub fire, one of the most complex pro-bono projects, the claimed damage being over €200 million. The specific character of this case, split by the judicial authorities in four different criminal files, is the complexity of the tragedy produced as much as the guilty sphere, unprecedented in Romanian jurisprudence. This case will definitely set new standards regarding damage evaluation in the event of such deaths and bodily harm. Represented Engie Romania and its employees in over 20 criminal procedures all over the country involving the investigation of explosions, outbreaks of fire, intoxications – causing death, harm, damages – in the context of the core business of the company – gas distribution. Represented Raiffeisen Bank SA Romania and its employees in over 18 criminal procedures all over the country involving the investigation of banking transactions from the perspective of the duties of the employees or associated with money laundering accusations towards the clients of the bank or third parties. Specialist lawyer: Antoniu Obancia. 


Which Lawyer in Romania

Litigation

Litigation

Seeking justice â&#x20AC;&#x201C; who has the largest â&#x20AC;&#x153;appetiteâ&#x20AC;? for going to court? There has been a significant increase in the amount of litigation taking place in Romania over the past 7 years. Either due to the economic downturn, with an increase in restructuring, renegotiations of commercial contracts or loans, or employment related litigation, general commercial disputes arising from breach of payment obligations, as well as a general distrust in contractual partners.

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Which Lawyer in Romania

T

he increase of business financial distress brought lawsuits in insolvency and in various forms of debt recovery, as companies tried to recover their receivables. Interviewed lawyers noticed a change in the complexity of commercial litigation cases in Romania as the market continues to mature. “The litigation practice became the third business engine for our firm,” says Simona Neagu, Counsel and Head of the Litigation & Dispute Resolution Practice, Clifford Chance Badea. In respect to the market overall, over the past two - three years we have witnessed a decrease in business-related litigation. This is part of the natural business cycle, as it reflects the slowing down in commercial activity in previous years – not so many contracts were signed, the number of new investors entering the market had dropped, ongoing insolvency procedures came to an end. However, the tables are turning and we are seeing now increased appetite for transactions and commercial activity. This, in turn, is likely to result into new litigation activity in two – three years time. “Litigation is on the rise in several areas which all involve the state,“ says Ionut Dobrinescu, Partner Dobrinescu Dobrev, adding that “most public works give rise to contentious issues which engulf as in a domino game long chains of private contractors and supplies who expect remuneration out of the accomplishment of an administrative contract concluded by a main contractor. Financial corrections to subsidised businesses also often become contentious. Most of all, the filings against fiscal injunctions are almost never admitted in preliminary administrative procedure, and therefore must subsequently go to court where the Court system as a very slow digestion which may take years to produce a final verdict. One can only pray for the good financial and fiscal standing of his client, or else money flow

Litigation

Ionut Dobrinescu, Dobrinescu Dobrev

“Litigation is on the rise in several areas which all involve the state”

gridlocks usually afflict many businesses downstream.” The development is closely linked to the economy; therefore any growth (or slowdown) will have an impact in litigation activity. Emil Bivolaru, Partner in the Dispute Resolution practice area at NNDKP says the dispute resolution market could be considered one of the most sensitive social and economic barometers because it reacts promptly to any changes in context. “The tendency to grow, which is inherent in this field, has been reflected in the upward trend in the volume and increasingly varied nature of disputes, especially against the background of legislative changes with significant economic and social impact. In Romania, 2016 was a year of social turmoil and changes in the political governing regime, which brought about not only legislative changes but also economic/investment gridlocks. In this context, 2016 was marked in Romania by an accelerated growth in the number of legal disputes in the area of consumer protection, ranging from legislative interventions whereby the State forced commercial banks to extinguish mortgage loans in favour of the natural persons consumers, by the “datio in solutum” of the assets brought as guarantee, with the immediate and total extinguishment of the client’s debt. Another area that experienced an increase in the volume of 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, or dissatisfaction of the latter due to the change in the approach of the Romanian authorities, which was marked by lack of transparency and predictability,” says Bivolaru. Litigation in Romania was, is and will be on the rise argues Alexandru Ene, Partner, Head of Litigation & Compliance Department, Noerr. He adds “the litigation work is still on the rise and it still captivates us, as it is in a continuous transformation. We have observed that, as the effects of the economic crisis got tempered, the market reached a maturity point that is more inclined to business litigation than it was a couple of years ago. The complexity of the commercial litigation cases in Romania changed alongside the market, comprising more domains and more areas that were uncovered yet in the jurisprudence. For sure the white collar crime reached its peak in the past year and for sure this will be maintained for the years to come. At the same time as the market grew, we have observed that the clients’ intention is driven more to prevent litigation. In parallel, the compliance, competition and product liability sectors have begun to evolve and are becoming more complex. These kinds of domains are sufficient to indicate the level of maturity of the market in a healthy society.”

Emil Bivolaru, NNDKP

“2016 was a year of social and political turmoil, which brought about not only legislative changes but also economic/ investment gridlocks,”

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Which Lawyer in Romania

Litigation

Alexandru Ene, Noerr

“The litigation work is still on the rise and it still captivates us, as it is in a continuous transformation,”

“Work never stops for litigation lawyers and this practice area remains a highly active one,“ says Adina Jivan, a Partner in Schoenherr Romania’s dispute resolution practice, adding that with over 2.5 million litigation cases solved by Romanian courts of all ranks during 2016 (according to data published by the National Council of Magistracy), the overall number of files has remained pretty much the same for lawyers over the past years. “A field which we have seen to undergo some particular changes over the past year has been the one of administrative and fiscal contentious matters, where new types of litigation cases have arisen due to the economic growth, the unclear legal provisions and the actions of public bodies.” While colleague Emeric Domokos-Hancu, a Partner in Schoenherr Romania’s dispute resolution and insolvency & restructuring practices sees a vivid activity in green energy related procedures and litigations following several legislation changes significantly affecting this area. “A particularly strong area of our practice refers to international arbitration, and over the past years we have been involved in a series of cases, with recent examples including a high-stake investment arbitration before ICSID, cases under ICC rules, as well as cases before the Bucharest International Arbitration Court,” says Domokos. “Across the market, the number of cases filed in 2016 was higher than in 2015 observes Christina Vladescu, Partner at Tuca Zbarcea & Asociatii. “According to the 2016 Report on the State of the Legal Market published by the Superior Council of Magistracy in 2017, the number of new cases was 143,839 higher in 2016 than 2015, which translates to a 7.06% increase from the previous year, while the number of cases filed in 2015 was 10.50% lower than in 2014. Our own activity levels remained high, with more than 3,800 litigation cases being handled by our team.” Litigation work continues to account for a substantial part of our business

also at Wolf Theiss, says Ligia Cecilia Popescu, Partner, Coordinator of Dispute Resolution & Public Procurement practices. “The structure of cases did not change significantly in the last year in the sense that construction, tax, employment, public procurement, insolvency, intellectual property still predominate. White collar crime is an area of development which has been particularly significant in the past year,” adds Ligia Popescu. Particular areas of growth in litigation are tax related litigations as Gabriel Biris, Partner Biris Goran points out while Cosmin Vasile, Managing Partner Zamfirescu Racoti & Partners says that for the period 2016-2017 the Romanian market has experienced an explosion of litigation in the energy field. As other lawyers also noticed, the fiscal disputes intensified in the last year as did the conflicts generated by the aggressive approach of the administrative/public authorities/institutions. Radu Boanta, Partner of CEE Attorneys office in Bucharest says there is also a surge in the disputes concerning European Funds and subsidies. “From our practice’s perspective, there has been a rise in the number of tax – administrative cases, this coming mostly from the socio – economic context in Romania at the moment,“ says Andreea Artenie, a Partner with Reff & Associates The tax inspectors have become more specialised and rigorous in their verifications, carefully observing technical operations, intellectual property or technological operations carried out by the taxpayers and observing their

implications in the deductibility analysis. Besides the high number of tax audits performed, we have also observed a significant increase in the tax obligations assessed in relation with the intra – group transactions (also due to the recently imposed obligation that every large taxpayer has to draft a Transfer Pricing file for all transactions carried out with affiliated parties). On the other hand, our commercial & arbitration practice almost doubled in the last year, acquiring new clients with a variety of issues from the most complex areas of the law. The rise of technological component in our lives is also becoming more and more present in our legal cases nowadays, leading to extremely challenging legal issues, some of them never having been reported before (for example, we have cases arising from the prejudice occurred in connection with the sudden fall of the Swiss franc, in the context of electronic transactions performed on unregulated capital market). In a nutshell, the litigation work is still on the rise, the cases are becoming more and more complex, with a stronger technological component that leads to more challenging cases requiring our constant specialisation and research,” says Artenie. As a particular aspect to litigation, Raluca Mihai, Partner, Voicu & Filipescu noticed that even if the volume of work in litigation cases still represents a major part of the activity, clients are more focused on preventing conflicts, than to embrace litigation from the beginning of an imminent conflict. “We are happy to conclude after last year that we have met more preoccupied courts of law in finding the right solution and motivating correspondingly a court decision,” says Mihai. “In terms of litigations,” says Cristina Bojica, Head of the Litigations Department, Gruia Dufaut Law Office, “there is an interdependence relationship between the growth of the market, the number of transactions (asset takeover, company

Adina Jivan, Schoenherr Romania

“A field which we have seen to undergo some particular changes over the past year has been the one of administrative and fiscal contentious matters”

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Legal Opinion

Amendments to the Labor Code in 2017 According to the Government Emergency Ordinance no. 53/2017 (published in the Official Gazette no.644/07.08.2017), the Law no. 53/2003 - Labor Code was amended. The Ordinance came into force after publication in the Official Gazette. Some of the amendments and additions to the Labor Code are: 1. A new concept was introduced: the unreported work A new article was introduced in the Labor Code, art.15^1, which defines unreported work (popularly called “moonlight”) through the following actions of the employer: a. receiving a person to work without concluding an individual employment contract in writing the day before starting work; b. receiving a person to work without sending the labor report to the general registry of employees no later than the day before starting work; c. receiving a person to work during the period the latter has the individual employment contract suspended; d. receiving a person to work outside the work schedule established according to individual part-time employment contracts. According to the interpretation of the definition above, there is unreported work if: • an employee begins work on the same day he/she signed the employment contract, • the employee has concluded the contract one day before he/she begins to work, but he/she works before registering this one in the general registry of employees. • an employee having a part-time employment contract (e.g. 4 hours) is bound to work after the expiration of the 4 working hours of the day. 2. New sanctions for the detection of the unreported work were introduced The unreported work is established by the Labor Inspection and it is punished with important fines, according to the new offenses introduced by the Ordinance, as follows: • Receiving a person to work during the period the latter has the individual employment contract suspended: a fine of 20,000 lei for each identified person; • Receiving a person to work outside the work schedule settled according to the individual parttime employment contract: a fine of 10,000 lei for each identified person. Along with the new offenses, one sanction for the offense of receiving a person to work without a contract was established, a fine of 20,000 lei for each identified

the unreported work had been provided was made. The sanction of termination of the activity at the workplace shall be applied only after the publication in the Official Gazette of the Order of Labor Minister providing the termination procedure.

Radu Cataniciu person and it is applied no matter how many people are identified as working without a contract. In the old regulations, the fine for this offense varied from a minimum of 10,000 lei to a maximum of 20,000 lei / person and was limited to maximum 5 people without an employment contract. 3. The sanction of the termination of the activity at the workplace was introduced and the crime of receiving to work more than 5 people without an employment contract was repealed. The termination of the activity at the workplace takes place only after the control of the Labor Inspection and if one or more of the following deficiencies are established: • the identification of a person working without having signed an individual employment contract, • the identification of a person working without having sent the labor report to the general registry of employees, • the identification of a person working during the suspension of his/her individual employment contract. The termination of the activity is given with the civil fine applied for the deed. The termination of the activity shall not be given for other deeds, because the deeds leading to this measure are limited as required by law. The employer shall resume the activity at the terminated workplace if the following conditions are met: • the civil fine was paid, • the observed deficiencies are remedied and • the payment for the social contributions and the income tax on the wage incomes due to the employee for the period

Pasaj Teiuleanu, nr. 5, etaj III, 11043 - Pitesti, Arges tel/fax: 0248.612.270, 0248.606.270, C.I.F.: 16806495, www.cataniciu.ro

4. It became mandatory for the employee to sign the individual employment contract (CIM) at least one day before starting working. So far there is no express provision in the Labor Code in this respect, but the obligation to conclude the CIM in writing. The failure to conclude the CIM and to register it in the general registry of employees before the employee starts working is considered unreported work. Regarding the obligation to send the CIM to the registry of employees, a new offense was introduced, namely the deed of the employer to receive a person to work without sending the labor report to the general registry of employees no later than the day before he/she starts working. The sanction is a fine of 20,000 lei for each identified person. 5. The obligation to retain a copy of the individual employment contract at the employee’s workplace, as a part of the contract, was introduced. According to the Ordinance, an additional obligation for employers was established, that of retaining at the workplace a copy of the employment contract for the employees operating there. The sanction for breaching the abovementioned obligation is a fine of 10,000 Lei. For the correct application of this article it should be clarified what “workplace” means. The workplace is not expressly defined in the Labor Code, it is just listed as an element of the individual employment contract. Consequently, the workplace mentioned in the employment contract will be taken into account. Thus, if for an employee, in his/her employment contract, his/her workplace is declared to be at the company headquarters, and such employee is sent outside the company headquarters to fulfill certain temporary duties, his/ her workplace is that mentioned in the employment contract. If the company has a work site, and the employee works permanently in that work site, his/her workplace is in that place and the copy of the employment contract shall be retained there. by Radu Cataniciu Managing Partner


Which Lawyer in Romania

Litigation

Christina Vladescu, Tuca Zbarcea & Asociatii.

“Our own activity levels remained high, with more than 3,800 litigation cases being handled by our team”

takeover, reorganisations etc.) and the number of litigations. Thus, from our perspective, in a dynamic and mature market, stable and transparent in terms of legislation, litigations tend to be less frequent, although their value is likely to increase (fewer litigations, but with a larger value). However, in today’s Romanian economic and legislative environment, such features have not yet become dominant. Therefore, there are not many changes compared to last year regarding the frequency and typology of litigations handled by our Law Office. Litigation work is still on the rise and, from our perspective, they tend to focus on debt collection, public procurement, labor law, insolvency, disputes between financial entities and consumers.” The New Civil Procedure Code and New Criminal introduced in February 2013, should ensure a smoother access to procedural means and should lay down the basis for the fair and faster settlement of cases. The impact of such regulations in practice should mean an increase of businesses opting for litigation, as the predictability, efficiency and consistency of the system improve. With a clear improvement in the reputation of Romanian courts and a recently improved European framework on jurisdiction, recognition and enforcement of judgements in civil and commercial matters, foreign investors appear to be substantially less hesitant to litigate and/ or arbitrate in Romania. Moreover, mandatory mediation prior to filing certain types of court claims has been declared unconstitutional on the ground that it may be considered as infringing the right of free access to justice. Most litigation cases are linked to commercial contracts, which usually include arbitration clauses comments Simona Neagu, Counsel and Head of the Litigation & Dispute Resolution Practice, Clifford Chance Badea. „The more complex the contracts, the more inclined companies are to compromise. This solution considerably shortens the

litigation process overall, thus reducing uncertainty, costs and related risks, and adding better visibility for future projects and operations. On the contrary, staterelated litigation – that account for a significant part of the litigation market in Romania - will almost always lead to a case in court, since Romanian authorities usually refuse to settle issues amicably. „ Cristina Bojica, Head of the Litigations Department, Gruia Dufaut Law Office argues that not every type of litigation allows an alternative settlement of disputes or an amicable settlement. Secondly, in some cases, such alternative solutions are not advisable. “As far as we are concerned, it is in debt collection disputes that we often advise our clients to try a direct negotiation, a means to settle a dispute by discussing actions each party could take in order to resolve the conflict. Direct negotiations have often led to the settlement of the dispute and to the continuation of the business relations between the parties. We have noticed that our clients’ willingness to settle issues amicably is not necessarily caused by the duration or costs of the proceedings (although, these aspects are not negligible), but by the lack of perspective in terms of actual recovery of the debt at the end of the litigation. In the current economic context, still affected by instability, it happens more and more frequently that the entity upon which you should enforce a final and favourable court ruling no longer exists or no longer has assets to be enforced. So, this tendency to settle disputes out of

court, by mutual concessions, is absolutely natural,” adds Bojica. “We always try to encourage our clients to reach amicable solutions for their disputes with business partners,” says Adina Jivan, a Partner in Schoenherr Romania’s dispute resolution practice. “However, we have noticed that usually once parties get to litigation in front of the courts of law, their openness to settle the case out-of-court is relatively low. Moreover, except for some very specialised or high-value matters that call for international arbitration, in general the alternative ways to settle disputes (mediation, arbitration) have still not gained too much ground in the eyes of the general public as a path of choice for dispute resolution. That is because mediation is a still young institution, while local arbitration has suffered a severe reputation damage due to controversial amendments in the arbitration regulations over the relatively recent past. Although some measures have been taken to remedy this situation and reduce the public concern about the quality of these procedures, the parties to disputes remain somehow reticent in considering local arbitration.” Emeric Domokos-Hancu, a Partner in Schoenherr Romania’s dispute resolution and insolvency & restructuring practices: “Although a settlement is generally a better solution than taking the matter to court, we have indeed seen less and less appetite for companies to compromise and reach an agreement on disputed matters. Quite the contrary, considering that the total number of litigation cases filed with the Romanian courts during 2016 increased by 7% compared to 2015 (according to public data released by the National Council of Magistracy).” Mediated settlements have all but disappeared, although up until 2014 the mediation was a mandatory procedure before filing certain court actions, but the legal requirement was deemed anti constitutional and eradicated. “It is not for nothing that serious issues are usually court issues. No serious litigator

Cristina Bojica, Gruia Dufaut Law Office

“There is an interdependence relationship between the growth of the market, the number of transactions and the number of litigations”

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Which Lawyer in Romania

Litigation

Simona Neagu, Clifford Chance Badea

“The more complex the contracts, the more inclined companies are to compromise”

saw any point in the excessively hyped advantages of a mediated settlement. The mediator’s profession was imagined as an alternative for some to a regular law practice, but if failed, and there are not many crying over it,” says Ionut Dobrinescu, Partner Dobrinescu Dobrev. 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. “With regards to the actual mediation procedure, it has not been a viable solution so far, as an alternative to the courts of law, the causes including both the regulation method and the actual implementation,” says Octavian Popescu, Partner, Musat & Asociatii. “As a legal institution, mediation is not specific to continental procedural law. This explains why, despite certain obvious advantages from a cost and time perspective, the parties to a dispute - and in particular Romanians - are extremely reticent to chose this dispute resolution alternative,” says Radu Damaschin, Partner in the Dispute Resolution practice area, NNDKP He adds: “another explanation could be that people have more confidence in the authority of a judge. This is also the reason for the great discrepancy between the number of settlements and the number of disputes resolved a priori through mediation.”

Alexandru Ene, Partner, Head of Litigation & Compliance Department, Noerr says that the appetite for settling issues in court remains rather high in Romania. The mediation procedure market lost grounds the moment when the legislator redrew the obligation to follow the preliminary step for mediation. Of course, the costs of mediation and arbitration remain quite high, making Courts more affordable and attractive. “Although mediation appears as a faster and less costly procedure, clients are not keen on pursuing this path, court litigation remaining the preferred method for solving disputes says Adriana Dobre, Managing Associate, Pachiu & Associates. “One potential explanation is that mediation is possible only for certain types of claims. Also, there is a general lack of trust on the clients’ side with respect to the effectiveness of mediation as a method of settling disputes,” adds Dobre. Andreea Artenie, Partner at Reff & Asociatii says “we must differentiate between the administrative and commercial litigation in this respect. On one hand, the administrative law does not legally provide the possibility of a mediated settlement, meaning that this type of cases cannot be solved without the intervention of the competent judge. On the other hand, in respect with the commercial matters, the mediation procedure is not mandatory and it is rarely used for amicably settling disputes. However, especially due to the duration of the legal disputes in court, we observed a slight increase in the willingness of

Emeric Domokos-Hancu, Schoenherr Romania

“We have indeed seen less and less appetite for companies to compromise and reach an agreement on disputed matters”

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the clients to be brought to the table of negotiations in order to reach to an optimal solution, hence avoiding the lengthy procedures that may imply more time and expenses on their side.” Adriana Dobre, Managing Associate, Pachiu & Associates observes that It is undeniable that the vast majority of litigants prefer to go directly to court. “In addition, interest in going through the mediation procedure has dramatically dropped since the legal provisions setting forth the obligation to hold the information meeting concerning the mediation procedure were declared unconstitutional, which means that litigants used to resort to this procedure for rather formal reasons, in consideration of a “binding preliminary procedure”, not necessarily because they hoped to settle the litigation amicably.” “In our practice of past years we had only two cases when clients used mediated settlement pointed put Ligia Cecilia Popescu, Partner, Coordinator of Dispute Resolution & Public Procurement practices, Wolf Theiss. “The majority of cases are resolved by litigation in state courts or arbitration. The reputation of Romanian state courts is much better with sophisticated international clients who increasingly opt to resolve their disputes in such courts, sometimes to the detriment to arbitration tribunals,” adds Cecilia Popescu. “One cannot discuss of any increase when it comes to amicable settlement, says Cosmin Vasile, Managing Partner Zamfirescu Racoti & Partners , in any way the most successful means of out of court settlement remains the informal settlement (and not the mediated settlement). As a particularity, the unfortunate and altogether abnormal tendency whenever state entities are involved is the preference for in court settlement of any type of dispute, even if from a commercial perspective an amicable settlement could easily be envisaged.” Gabriel Biris, Partner Biris Goran believes that mediation decreased substantially as a result of former CCIR destroying credibility of the arbitration in Romania. It will take years until trust will be regained. “We have not noticed an increased appetite for settling issued out of the court and resorting to mediated settlement says Radu Boanta - Partner of CEE Attorneys office in Bucharest, as it appears that the mediated settlement is largely ignored even in cases where when the parties at loggerhead decide to solve the conflicts out of the court.“ 


Which Lawyer in Romania

Litigation

Which is the type of litigations that take up most of your work? Do you see litigation work shifting from insolvency, debt recovery and restructuring to other type of work such as compliance or competition? SIMONA NEAGU, COUNSEL, CLIFFORD CHANCE BADEA Lately, we have seen more focus on compliance-related cases, following increased scrutiny from regulatory and enforcement bodies at a global level. National authorities’ approach (criminal, tax, antitrust) has become more sophisticated, is based on international trends and benefits from peer support from other countries. Controls and investigations are gaining in complexity (details, background checks, cross-checks). Sometimes an investigation may trigger other type of investigation. Therefore we encourage companies to focus on compliance-related programs and make sure they access qualified legal assistance that would guide them through an increasingly complex regulatory environment. There has been a predominance of consumer-related litigation, specific to consumer-focused industries such as Banking. Also, companies working with the state (mostly on public acquisitions where the percentage of public tenders challenges is high) are more prone to litigation situations (like Pharmaceuticals and Construction companies, for example). Lately, there is an increase in tax litigation, both in terms of number, and value. IONUT DOBRINESCU, PARTNER, DOBRINESCU DOBREV To name a few: arcane VAT injunctions mostly related to filings for reimbursement or out of fiscal inspections, local tax issues related to aggravated taxation of buildings, reconsideration of the taxable base by exclusion of nondeductible expenses ALEXANDRU ENE, PARTNER, NOERR The compliance, competition and product liability are gaining grounds. Of course, the proportion in favour of litigation is quite big, but in the years to come we should expect a considerable diminish of the proportions. ADINA JIVAN, PARTNER, SCHOENHERR ROMANIA “Administrative and fiscal contentious cases, as well as litigation cases between legal entities remain the largest work generating sources. Insolvency, debt recovery and restructuring continue to remain areas where litigation lawyers have a lot of work to do.” RADU DAMASCHIN, PARTNER, NNDKP We can confirm that there has been a gradual change, albeit slight, in the type of litigations that we handle, with the focus shifting from insolvency to disputes in the fields of competition, compliance issues, intellectual property, environmental law and arbitration.

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CRISTINA BOJICA, HEAD OF THE LITIGATIONS DEPARTMENT, GRUIA DUFAUT LAW OFFICE Litigations referring to complex legal matters (such as ownership rights, public procurement, intellectual property, competition etc.), as well as those with a significant value take up most of our work. This is because one has to be thoroughly acquainted with the legislation specific to the matter in question, applicable law must be properly interpreted, the lawyer has to search for doctrine and case law in support of his/her interpretation of the matter. A particularly intense effort is made in cases where case law is insignificant or not existent yet, following a recent change in legislation, for example. In such cases, research work is all the more intense; one has to search analogies with foreign case law/doctrine, one has to practically try to create a favorable case law. But that’s what makes litigation work both difficult and challenging for lawyers. Furthermore, regardless of the litigation type, an important part of the lawyer’s work is performed in cases where evidence is poor. In such cases, lawyers have to identify the evidence they need, correctly assess the opportunity of each element and gather such evidence. Our experience in such situations makes us state that this stage is one of the most difficult and has a major importance in the litigation. MAGDA DIMA, PARTNER, MITEL & ASOCIATII The type of litigations that take up most of our work remain insolvency and debt recovery, real estate and constructions, employment and finance. IOANA HATEGAN, MANAGING PARTNER, HATEGAN ATTORNEYS Indeed insolvency, debt recovery and restructuring are the type of litigation that take up most of our work. I would add here labour cases and insurance litigation. As far as compliance is concerned, we set up compliance and business ethics centers for two of the largest retail chains in Romania, whereby ensuring a safe, honest and ethical environment for their operations in Romania. OCTAVIAN POPESCU, PARTNER, MUSAT & ASOCIATII Constantly, the disputes related to the civil and commercial law and the administrative and tax contentious have the largest share of the activity of the Litigation and Arbitration Department of Musat & Associates. As I have also mentioned above, an intensification of the activity related to the case files of economic and financial crime may be noticed, with a focus on the economic, tax and banking crimes, corruption in the field of commercial companies. entailing the appropriate criminal liability of the legal person. Even if the foreclosure and insolvency and reorganisation proceedings occupy an important place in the litigation activity of Musat & Associates, other fields have always had an important share in our activity, such as the administrative and tax contentious disputes, in the field of employment relations, intellectual property, etc.


Which Lawyer in Romania

CHRISTINA VLADESCU, PARTNER, TUCA ZBARCEA & ASOCIATII The main categories of litigation were administrative, as well as litigation between professionals, in particular between financial institutions and consumers. A good share of the cases handled by our law firm also consist of arbitrations, as well as insolvency procedures. Indeed, the number of insolvency cases has dropped from a few years ago, and although we are also involved in several complex cases in the compliance and competition areas, those are still niche areas that lack a high profile on the litigation legal market. ADRIANA DOBRE, MANAGING ASSOCIATE, PACHIU & ASSOCIATES Over the last two years, our law firm was involved in various litigations across multiple areas of the law. We dealt with complex cases concerning contractual and tort liability of the Romanian authorities and of national companies, as well as with matters related to the upstream sector (exploration and production – E&P), including claims for the cancellation of petroleum agreements concluded by the Romanian State. We were also involved in several competition cases as well as other administrative litigations. Although we’ve seen a steady increase in competition and compliance litigation in the past years, especially as a result of a more active competition authority, insolvency, debt recovery and restructuring will continue to represent a significant part of our litigation department. LIGIA CECILIA POPESCU, PARTNER, WOLF THEISS Construction, tax, employment, public procurement, insolvency, intellectual property made the most of our litigation practice last year together with arbitration work focused mainly on construction disputes. In our experience, insolvency work has actually grown in the past year. Competition investigations including assistance to the clients in dawn raids was also kept at a constant level in the past year. RALUCA MIHAI, PARTNER, VOICU & FILIPESCU We work a lot in public procurement cases, labour litigation, insurance cases and of course commercial, including debt recovery, and civil litigation. The insolvency work is handled by our specialised lawyers and represents a major part of our litigation practice. Considering the preoccupation of authorities of applying more severe fines in all areas of general compliance, either is competition, data protection, labour law, tax issues, we deem that the number of litigation in such areas will increase in the following years. RADU BOANTA, PARTNER, CEE ATTORNEYS OFFICE IN BUCHAREST The fiscal disputes, the administrative disputes, the EU funds litigation as well as the corporate-commercial/ capital markets lawsuits and real estate conflicts take up most of our work. We expect an increase in the litigation resulting from the compliance with the new General Data Privacy Regulation, taking into consideration the range of fines (e.g. 4% of the annual turnover of the controller) and the burdensome requirements instituted thereby.

Litigation

COSMIN VASILE, MANAGING PARTNER, ZAMFIRESCU RACOTI & PARTNERS Currently most of our time is spent working in arbitration, criminal, debt recovery, contentious administrative, consumer protection and labor litigation cases. Considering the significant volume of mandates in insolvency & debt recovery cases it is practically impossible to have any shift in the volume of work on a short term basis. ANDREEA ARTENIE, PARTNER, REFF & ASOCIATII Most of our cases arise from the administrative deeds issued by the Romanian authorities (tax authorities, authorities responsible with the administration of European funds, consumer protection authorities and environmental authorities). Other areas such as compliance and competition are already in high demand, especially because the breaches of legal obligations in these areas are usually extremely costly and can have a large impact on a company’s assets, so the clients take a cautious approach of these issues.However, given the fact that the economic context in Romania is shifting and evolving, it is normal to assume that the law and the disputes arising shall adapt to those new specificities. While insolvency and debt recovery are unlikely to disappear (since companies shall always get in impossibility of payment or refuse to comply to certain obligations in their day – to – day business), we will certainly see an increase in other matters such as European funds and public procurement related disputes (given the fact that Romania is still being grant European funds on a variety of programs in agriculture, infrastructure, etc.) construction (due to a new significant growth in the real estate transactions and the projects performed, this leading also to a series of litigations that are more specialised such as litigations/ arbitrations deriving from FIDIC contracts), energy and environment disputes.We consider that, for the time being, none of the legal areas shall be in “danger of extinction” but, due to the high degree of technicality and specificity, the high level of expertise required by these matters shall lead to a higher separation and specialisation of the lawyers involved, each of them expert in a certain field (competition, employment, IP, European funds, public procurement, etc.) EMERIC DOMOKOS-HANCU, PARTNER, SCHOENHERR ROMANIA “For years now, dispute resolution has been one of our core practice areas and the overall structure of work volumes has remained pretty much unchanged for our Bucharest team. A major focus of our practice has continued to be international arbitration, as we have handled some complex cases for our clients. Insolvency and debt recovery litigations and procedures are nothing more than a natural and immediate effect of the economic downturn. We deem that the number of these procedures will decrease if the economic growth continues, together with the improvement of the overall financial steadiness. We have indeed seen a decrease in the overall number of such procedures, although not a significant one, while the average time needed by courts to reach a solution in insolvency files has increased.” IOAN ROMAN, PARTNER, MARAVELA | ASOCIATII Indeed, litigation work is on the rise in our firm, as we have expanded our client portfolio and received further mandates from existing clients, in various fields such as automotive, financial services, real estate and construction, public acquisitions, etc. Most of our litigation files consist of civil claims and contentious files.  163


Which Lawyer in Romania

Litigation

Most representative projects BIRIS GORAN SPARL

The litigation team registered repeated victories for our client Farmec SA, the largest cosmetics manufacturer in Romania, against Romanian fiscal authorities, in ongoing tax disputes. Recently, our team obtained in first court the annulment of a taxation decision of approx. €15 million. Assistance to Orange Romania in a € multi million commercial dispute. Ongoing legal partner of Orange in various other disputes. Legal advisor to Baum, one of the largest local gambling games producing company and the only local hardware and software slot machine producing and exporter, in a variety of countries in the world, in a complex tax dispute. Legal advisor to Hidroelectrica, the main hydro energy producer in Romania, in a tax dispute. Legal advisor to Nestlé Romania, a subsidiary of Nestlé SA, a global nutrition, health and wellness company, involving complex tax, IP rights, labour and consumers’ litigation matters. Specialist lawyer: Mihai Nusca.

BOGARU, BRAUN NOVIELLO SI ASOCIATII

Acting for a French company in relation to a claim against a building contractor. Acting for a foreign investor in relation to dispute in relation to interpretation of documentation in relation to the purchase of Romanian real property. Representing foreign investor in relation to claims brought by the State of Romania in relation to its business including representation against legality of Governmental ordinances.

BOHALTEANU SI ASOCIATII

Representing Novo Nordisk, one of the largest life sciences companies in the world, and a longstanding client, in multiple disputes with Romanian state healthcare and economic bodies which involve highly complex issues of health insurance and state contributions. Representing Municipiul Campia Turzii in a dispute with a major commercial entity regarding a sale and purchase agreement for land earmarked for industrial development. Defending Unitatea Administrativ Teritoriala Judetul Maramures in arbitration proceedings before the Bucharest International Court of Arbitration, which involve claims totaling over €10 million derived from the contract for major road works. The dispute is very high-profile, with major implications for the relevant administrative unit. Represented in a highly complex employment dispute Boccard Romania, one of the largest engineering firms in Romania, and member

of the multinational Boccard Group, in crossborder proceedings involving elements of EU law. Represented the client in a claim for unfair dismissal made by a former employee. Representing Calipso, a major player in the Romanian fast moving consumer goods industry, specifically the sale of bottled spring water. This was another high-profile dispute triggered by the National Authority for Consumer Protection alleging violations of regulations governing the sale of natural spring water. Specialist lawyers: Gabriela Mina, Silvia Sandu.

BONDOC SI ASOCIATII

Assisted Merck Sharp & Dohme, Pfizer, Sanofi Romania, Zentiva, Medochemie. The law firm is advising numerous pharmaceutical companies 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. A considerable number of cases in which the legal team represented the clients closed with nonappealable judgments and clients got to receive back the amounts unduly paid on behalf of this contribution. Assisted Facebook on review of materials potentially harmful for the client from the perspective of hate-speech, in the context of its efforts to fight improper behavior on this social network. Assistance dealt with particularly difficult legal issues at the border between freedom of speech and discrimination or even more dangerous public attitudes. Assisted Fondul Proprietatea in connection with monetary claim for interest on late payment of dividends in a publicly-held company, state owned, for financial year 2014. Assisted the Town of Sinaia with respect to a fiscal claim brought by the Municipality of the Town of Sinaia, a major Romanian mountain resort, against the regional fiscal authorities, regarding the adjustment of VAT regime for the purchase of a cable car through a public procurement procedure amounting to RON470.000. Assisted ENGIE Romania, formerly GDF Suez Energy Romania, in about 80 disputes in relation to a governmental residential project, whereby the company was sued to pay the costs generated by delays in the erection of a housing complex. The ability to handle these intricate and very sensitive cases, given the policy concerns surrounding this project, was of major importance in securing a complete successful track record so far, the client avoiding any monetary responsibility in this residential project. 164

CEE ATTORNEYS BOANTA, GIDEI SI ASOCIATII

Provides constant legal assistance and representation in court in connection with all the disputes in which OMV Petrom Group 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 our involvement in a constant flow of over 100 disputes in the areas mentioned above. Provides current legal assistance and representation in court as regards all disputes to which the Romanian subsidiaries of the Cromwell Property Group are party, ranging from tenancy, land and administrative cases to debt recovery, insolvency and 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. Assists Minerva Group of companies 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. Providing legal assistance and representation in court for Benevest Agra and Decalux Agra 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, i.e. Payments and Intervention Agency for Agriculture, for the harvesting campaigns and delivery of agricultural products. The law firm represented Prutul SA before the competent courts in relation with annulment of certain tax decisions issued by the Romanian tax authorities against the company. Specialist lawyers: Radu Boanta, Simona Gheorghe.

CLIFFORD CHANCE BADEA

Advising a major retailer in a real estate litigation concerning a dispute between the landlord and a former tenant (ongoing). Advising a large real estate fund in relation to the insolvency proceedings of a major real estate developer in Romania, as well as in relation to criminal complaints related to potential fraudulent actions during the insolvency procedure (ongoing). Advising leading Romanian banks as creditors in relation to a multijurisdictional debt recovery process against a group


Which Lawyer in Romania

of companies, including several insolvent members of the group (ongoing). Advising a leading European producer of chemical products as creditor in the insolvency of a Romanian state-owned electricity and heat producer (ongoing). Advising a leading Romanian bank as creditor in relation to the insolvency of a major debtor (ongoing). The case has multijurisdictional complexity and requires coordinated efforts in various legal areas – commercial, insolvency, criminal law, as well as litigation. Specialist lawyers: Vlad Peligrad, Monica Andrei, Cristian Valeriu Radu, Simona Neagu, Sabina Crangasu, Radu Ropota.

CORINA POPESCU LAW OFFICE

Representation of legal and natural persons in the restitution process of nationalized immovable property. Representation of large Romanian companies and natural persons in complex litigations pertaining to real estate, corporate law, contractual liability, insolvency and many other types of litigations before Romanian courts. Representation of some of the largest public institutions in education, culture and justice in court cases, as well as representation of notorious public people in complex civil and criminal cases, on aspects related to the civil claim or human rights. Specialist lawyer: Corina Popescu.

D&B DAVID SI BAIAS SCA

Assisted and represented Motoractive IFN, closed November 2016, final ruling of the Supreme Court, before the competent courts of law regarding the annulment of a tax assessment decision imposing additional VAT liabilities amounting approx. €1 million. Motoractive has initiated the court proceedings against the National Fiscal Authorities` decision imposing the company additional VAT liabilities. According to the National Fiscal Authorities, leasing companies were obliged to collect VAT on goods leased under a financial leasing contract, even though part of the goods were not returned as a consequence of the termination of the financial leasing contract. The Supreme Court of Justice in Romania validated the law firm` s arguments and annulled the tax decision, exonerating the client from payment of the above amounts. Assisted Nidera Romania in a lawsuit against the tax authorities claiming the annulment of a tax assessment decision amounting approx. €3 million as denied reimbursable VAT. In April 2015, The Supreme Court admitted the law firm argument and ruled in favour of the company. This decision is highly important as it refers to the conditions for deducting

Litigation

the VAT amounts and states once again the necessity for the Romanian Tax Authorities to respect ECJ case law. At this point, we assist the client in claim approx. €2 million as interest from the state budget for the VAT amounts paid by the Company in 2011 based on the a tax assessment decision annulled as per the case file above and reimbursed only in 2015 as a consequence of the Supreme Court decision.(ongoing) Currently assisting Cargill in two litigation cases one for the annulment of a tax decision denying the Company’s right to deduct VAT amounting approx. €2 million a while the other case file refers to the Company’s claim for obtaining approx. €1.7 million interest from the Romanian State Budget as a result of the late reimbursement VAT. (ongoing) Successfully assisted and represented Iveco Capital Leasing IFN (2016) before the competent courts of law regarding the annulment of a tax assessment decision imposing additional VAT liabilities amounting approx. €12 million. Iveco has initiated the court proceedings against the National Fiscal Authorities` decision imposing the company additional VAT liabilities. According to the National Fiscal Authorities, leasing companies were obliged to collect VAT on goods leased under a financial leasing contract, even though part of the goods were not returned as a consequence of the termination of the financial leasing contract. The Supreme Court of Justice annulled the tax decision. Currently assisting and representing Centrul International CDG SRL, part of GLL Real Estate Partners GmbH Munich, in front of the courts of law in the process of claiming the annulment of a tax decision issued by the Tax authorities imposing the Company for an amount of €3.4 million consisting of additionally assessed VAT and related liabilities.(ongoing) Assisted a big company from the oil&gas industry, in front of the Supreme Court of Justice in obtaining the suspension of a Tax Assessment Decision imposing the Company €30 million as VAT and withholding tax. Specialist lawyers: Dan Dascalu and Ana-Maria Iordache.

DENTONS EUROPE TODOR SI ASOCIATII SPARL

Successfully assisting Auchan in obtaining the annulment of the €5 million fine imposed by the Romanian Competition Council. Successfully representing 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. Advising Italian company in connection with challenge of public procurement process regarding a major infrastructure project. 165

Advising several companies, as creditors, in connection with complex insolvency and debt recovery proceedings in regards to the insolvency of local debtors, owing our clients significant receivables.

DOBRINESCU DOBREV SCA

Successfully assisted and represented Radio Stil Dej (radio station) in IP litigation before the High Court of Cassation and Justice. The Decision no. 48/June 19th, 2017, rendered by the High Court of Cassation and Justice (the Panel for ruling on legal matters) is of major importance in disputes regarding the CollectiveManagement Organisations (CMOs) and the collection of rights revenue derived from the exploitation of rights and the distribution of the royalties due to rightholders artists for the public broadcasting on radio whereas the High Court of Cassation and Justice ruled that this collection of rights is not a taxable operation from the standing point of the VAT (value added tax). Assisting Swoboda Hartmann Romania, Swoboda Hartmann Romania SRL is part of Swoboda Hartmann group of companies, focused on manual and semi-automated assembly processes of e.g. level sensors and seat sensors or airbag deactivation switches, together with the necessary testing. In Romania, Swoboda Hartmann has more then 500 employees, being one of the major German investors in Romania, during the procedure of appeal against a significant fiscal injunction imposed by the tax authorities, VAT and profit tax, as result of ignoring the technological losses. The legal team represents REMAT Prahova in all tax litigations. REMAT Prahova has as main activity the recovery and recovery of recyclable metal waste and scrap. The company formed the object of a tax inspection which calculated supplementary profit tax, due to transfer pricing regulations. The tax assessment was issued by the tax authorities regardless of the fact that the scrap iron market has its own exchange as constant referential, with prices applicable all over the world. The legal team represents UPFR both on tax consultancy issues, but also in tax litigations. UPFR is the collecting society covering copyright related rights owed to music producers in Romania. The Union grants licences and collects fees afferent to the use of music and correctly distributes remuneration to the rights holders that it represents. Following a tax inspection finalised in 2016, UPFR was asked to pay supplementary profit tax, being considered that its activities are not exempt. The legal team represents Holzindustrie Schweighofer in front of the courts of justice, in all tax litigations. Holzindustrie Schweighofer is part of the Schweighofer


Which Lawyer in Romania

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. Following a tax inspection, the Company received an assesment of supplementary profit tax, which right now form subject of a Court case. Specialist lawyers: Luisiana Dobrinescu, Ionut Dobrinescu, Dumitru Dobrev.

GRUIA DUFAUT LAW OFFICE

Provided assistance and legal representation to a large insurance company. Represented a foreign investor active in the agriculture sector in a litigation relating to the transfer pricing file and in relation with the exploitation of the agricultural land. 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. Specialist lawyers: Cristina Bojica, Loredana Van De Waart, Teodora Koletsis, Laura Marinescu Ionita.

HATEGAN ATTORNEYS

Managing litigation portfolio for an Austrian transportation company. Assistance of a German company in a manager’s liability insolvency case. Assistance of an Austrian company in a manager’s liability insolvency case. Assistance of an Austrian company in extrajudicial procedure of recovering a claim of around €1 million. Specialist lawyer: Alexandra Jivan.

IONESCU SI SAVA

Application of legal provisions related to claw-back in Romania has been highly debated in courts since it was introduced in 2009. Apart from taking the normal course in attacking state decisions, which lead to an amendment of the initial taxation decision, the litigation team has managed to obtain for Torrent Pharma Srl/ Novartis Pharma Services Romania Srl/ Angelini Pharmaceuticals Romania court decisions stating that the tax cannot be applied at

Litigation

all for the respective quarter. The efforts have been focused on finding non-public procedures of the Public Authorities involved in computing and applying the tax. Institute For Social Partnership Bucovina, KultArt Association, Die Querdenker (Austria)On 13 th of January 2015, Cornu Luncii City Hall, the Beneficiary, and a Management authority (OIR POSDRU) have concluded the non-reimbursable financing contract no. POSDRU/173/6.1/S/148302 having as object a non-reimbursable funding of over €1 million. After approving and paying all of the reimbursement requests, except for the last one, the POSDRU OIR issued a Report by which the authority shows that the project budget was wrongly elaborated and approved from the very beginning, so €260.000 of the already reimbursed expenses must be restituted to the authority. Given the proven experience of the legal team with non-reimbursable funding, three of the four partners of the City Hall in the project, have asked us to provide professional support to the City Hall appointed lawyer during the litigation regarding the contestation of the mentioned Report. Following their tax inspection, Ialomita county public finance agency (AJFP Ialomita) issued the Decision no. F-IL 299/25.08.2016 establishing additional payment obligations for the company in amount of about €1 million. The administrative contestation filed by Gellaan Impex SRL was partially dismissed, while AJFP Ialomita postponed solving some of the requests until the criminal complaint they filed against the company is resolved. The company asked for our team assistance and representation during the whole procedure. Following the control conducted by the Regional Anti-Fraud Department of Bucharest (DRA) at Optimeat SRL, on October 1st 2014 the inspectors ordered precautionary measures against the company for expected additional tax obligations in amount of €523.000. In order to lift the measures, the company submitted a letter of bank guarantee for the same amount. The inspectors failed to issue the tax receivable title within the legal term, which attracted their obligation to return the letter of bank guarantee. Given the authorities refusal, the company asked for our legal assistance and representation services in order to recover the letter. According to the contractual relations carried out between And Construct Consult SRL (AND) and Amco General Construct SRL (AMCO), in order to guarantee for the quality of the construction works, the latter submitted to our client several letters of guarantee. AMCO did not fulfilled its obligations properly, so AND decided to use the letters. 166

Disagreeing, AMCO requested the Court of International Commercial Arbitration attached to the CCIR, to order AND to pay an amount of approx. €1 million, the value of the damage caused through the full execution of the guarantees with alleged violation of the contract. The legal team managed to convince the arbitrators that the guarantees were justly used, so the claim was dismissed. Both the Bucharest Court of Appeal and the Supreme Court of Cassation and Justice maintained the arbitrators decision. Specialist lawyer: Alina Nica.

LEROY SI ASOCIATII

Assisted CEZ Vanzare SA in a litigation file against the Romanian Energy Regulatory Authority, by which our client sought the annulment of a fine applied by this authority. Successfully assisted and represented Air Total, an international company operating in the sector of manufacturing and marketing jet fuel and aviation gasoline for over 60 years, in the first instance phase of litigation initiated by one of its former employees, i.e. the representative of the employees. Assisted and represented Vitalia, a company operating centres of waste management in Romania, in a complex dispute involving several court actions seeking the resolution of damages suffered as a result of the execution of a contract concluded with the national and local authorities, regarding the provision of sanitation services in BistritaNasaud county. Successfully assisted and represented Energreen, an international provider of professional machines for construction, agriculture and public maintenance purposes, in a dispute regarding the contestation of the foreclosure initiated by Toshiba Transmission & Distribution Europe SPA based on a series of contracts concluded for the design, acquisition, construction and commissioning of two voltaic parks in Romania, guaranteed by the client through a series of mortgages on the social parts held by our client in several Romanian companies. Advised Engie Romania regarding the legal proceedings against the Romanian Energy Regulatory Authority. The involvement concerns, inter alia, establishing litigation strategy, drafting litigation documents and representing the client in court. Specialist lawyers: Eleonora Udroiu, Bruno Leroy, Iulia Stanciulescu-Ilie.

MARAVELA | ASOCIATII

Retained to advise an important German investment & business development group on the acquisition of Jolidon, a Romanian textile producer with global presence, 60 countries, undergoing insolvency proceedings, including all related and arising disputes.


Which Lawyer in Romania

Assistance includes complex strategy, filing the insolvency commencement request, coordinating the judicial administrator and other players involved, court representation in relation to numerous claims, appeals and last appeals, including enforcement proceedings, stemming from the underlying insolvency procedure. Matter value: €120 million. Representing Project Developer SA 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, claims, counterclaims, statements of defence, representing the client on the merits of the case, we well as in appeal and last appeal. Matter value: €14 million. Representing an important European sports equipment manufacturer in connection with a highly complex debt recovery dispute involving the insolvency of a commercial partner, civil debt recovery along with criminal matters pertaining to embezzlement, tax evasion and money laundering. Legal work includes strategy planning, drafting litigation documents, court representation, insolvency proceedings, white collar crime work. Representing an important automobile group including its financial services subsidiaries in connection with numerous debt recovery litigations, currently over 140 files, concerning its financial services subsidiaries in Romania. Legal work includes strategy planning, settlement negotiation, insolvency proceedings, drafting litigation documents, enforcement proceedings and court representation (merits, appeal, last appeal). Assisting the central Romanian authority in charge with the management and privatisation of State participations, in connection with intricate disputes concerning one of the largest Romanian traders with metallurgical products. Legal work includes advising on the preliminary strategy, drafting litigation documents, court representation, insolvency proceedings. Furthermore, the firm assists with regard to the annulment of a sale and purchase agreement. Currently there are 15 ongoing disputes for this particular client. Specialist lawyers: Ioan Roman, Mirela Metea, Alina Popescu, Sergiu Dragoianu.

SCA MITEL & ASOCIATII

Represented Als Beton, former Alas Romania, in a complex dispute aiming for the recovery of significant debts arising from a major infrastructure project. By completing this case,

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the team have created a relevant practice on commercial and insolvency issues, relevant to the matter. Legal assistance for Superlit Romania in a complex commercial dispute with Omniasig VIG in relation to significant amounts regarding insurance compensation. The legal assistance implied a multi-disciplinary approach of the dispute, the Court’s decision in favor of Superlit Romania being irreversibly confirmed by Bucharest Court of Appeal. By completing this important litigation, the law firm have created a valuable precedent in terms of insurance. Providing legal assistance to AgroHolding Contesti and have also assisted the company in several complex, in terms of procedures and also on the merits of the case, disputes 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 non-reimbursable financing. All proceedings have been successful at first instance until now. Specialist lawyers: Magda Dima, Alina Ostroveanu, Teodor Hnatec.

MUSAT & ASOCIATII SPARL

Representing LEONI AG, member of Leoni Group, 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 approx. €39 million. The assistance included the full spectrum of cases, including assistance in front of the criminal authorities, employment and corporate matters, 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 such an important company is involved in an IT fraud in Romania, and the specialization of the our 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. Advising and representing Teamnet International SA, in which International Finance Corporation, (IFC) member of the World Bank Group, is acting as co-investor and the affiliates companies one of the most important system integrators in the Central and Eastern Europe (CEE), the Middle East and North Africa (MENA), in connection with various disputes, administrative, civil, criminal, fiscal, insolvency, etc.,derived from 167

the contractual agreements concluded with Romanian State Authorities, enforcement proceedings initiated for recovering of alleged debts, amounting over €85 million, insolvency proceedings, etc. The legal team is also representing the client in respect of several cases regarding white collar crimes, with an important financial impact on Teamnet International of over €20 million derived from alleged accusations of corruption, tax evasion and/or money laundering. The specificity of the Project derives from the complexity of the litigations in which Teamnet International is currently involved, whose success is due to the high qualification of the team involved in the handling the legal issues of civil, administrative, commercial, etc., as well as criminal nature. Advising and representing Electrica Furnizare SA, one of key player in the supplier electricity industry, in connection several administrative and fiscal litigations derived from the audit reports conducted by the Romanian Court of Auditors, as well in the insolvency proceedings against Oltchim SA whose total table of receivables exceed €750 million, the insolvency of Oltchim one of the largest petrochemical companies in Romania and South-East Europe represents a highly complex matter especially due to the investigation carried on by the European Commission regarding the potential state aid awarded by the Romanian State in favor of the Company. The importance of the Projects entrusted by Electrica Furnizare SA for the law firm is given, in particular, by their significant amounts entailed by the files and the potential consequences that can be triggered in case of loss of such litigations, potential to engage criminal and civil liability of the company and board members, etc. Assisting and representing Omniasig Vienna Insurance Group in a multitude of administrative and contentious disputes, over 100 litigation files, regarding the recovery from the Romanian Insurance Guarantee Fund of the indemnities paid by Omniasig to the clients that were supposed to be indemnified by Astra Asigurari SA, an insurance company currently in insolvency. The matter is sophisticated in as it required advice on new legislation dealing with the Insurance Guarantee Fund, whereby the law limits substantially the means and circumstances of recourse to the Insurance Guarantee Fund. The legal team has obtained in front of the courts of law, the obligation of the Romanian Insurance Guarantee Fond to pay the indemnities for each event by not applying the limit of the legal damages that can be awarded in respect of each damaged event corresponding to the an insurance company and not to each insurance


Which Lawyer in Romania

company. The importance, difficulty as well as the uniqueness of the project derives from the fact that although each individually file has no significant value, the loss of any of these may generate a devastating effect for insurance companies, by creating the precedent of not being compensated by the Fund more than the limit of €100,000 irrespective of the number of the event and not per event, which could lead to an exponential increase of insurance cost in Romania. Advising UTI Grup SA, one of the most important holding of companies in Romania, in various legal cases, with claims up to €40 million, in relation to complex public-procurement contracts comprising objectives related to the infrastructure of Cluj-Napoca Airport and IT software for public authorities, IT platform for public procurement contract acquisitions, and other legal matters related to contractual disputes. The mandate includes both assistance of the client before the relevant public authorities during the negotiation process of the terms and conditions of the Contract and representation in front of the Romanian Courts. The mandate is relevant to the Romanian legal services market as it is one of the few cases in the history of PPPs practice when the investor terminates the contract concluded with the public authority due to the impossibility to fulfill in due time the obligations related to the development and continuation of the project. Specialist lawyers: Gheorghe Buta, Octavian Popescu, Angela Mare, Elena Cirlig, Dana Caciula-Stan, Bogdan Lamatic, Ioana Varga, Adrian Chirvase Paul Buta, Mihai Popa, Barna Bölönyi, Pompilia Grigoras, Mihai Macovei, Vincentiu Constantin, Liviu Viorel, Andra Mihalache, Pompilia Grigoras.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance and representation of a joint venture in the litigation proceedings, both in front of the National Council for Settlement of Disputes in Public Procurement Procedures as well as in front of Bucharest Tribunal and of Bucharest Court of Appeal, following the designation as winning bid of the bid submitted by the Consortium in the tender procedure organized by Romanian National Railways Company “CFR” SA, for the award of the project having as object the rehabilitation of the railway sector “Section 3 Gurasada - Simeria”, part of IV Pan-European Corridor for high speed trains circulation. The legal team defended the result of the procedure and the award of the contract to the joint venture and obtained irrevocable court decisions in all the successive challenge stages that

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affected the course of the procedure. Assistance to a consortium in connection with the drafting, submitting and sustaining an arbitral claim against CNADNR in respect of a dispute relating to implementation of Contract having as object the construction of the ring motorway of Sibiu, remaining Works, Section 1. Intervention before the Romanian Constitutional Court in relation to the exception of unconstitutionality of several articles from the Law 77/2016 on the payment of immovable property in order to settle its obligations under credit loans. Our firm was involved in the verification, preparation and presentation before the court of the reasons why certain articles of the Law 77/2016 were unconstitutional. Insolvency proceedings with major dispute between creditors and former owner of a real-estate office building and hotel in Bucharest including fiscal-administrative issues related to the previous management. Assistance to a major car manufacturer in Romania in a fiscal litigation related to the challenge of the refusal of the fiscal authority to accept deductibility of expenses with suppliers and VAT. Specialist lawyers: Ana DiculescuSova, Emil Bivolaru, Sorina Olaru, Radu Damaschin, Peggy Suica-Neagu, Marius Ezer, Daniela Gramaticescu, Valeriu Mina, Oana Partenie, Catalin Radbata.

NOERR

Legal assistance and representation for Samsung Electronics in several disputes Representation for a leading insurance company in the recovery of the client’s receivables valuated at more than €1.8 million in a major bankruptcy procedure of an important Romanian insurance company. Representing a leading service provider for on-the-road goods and services in Europein tax and customs litigations of over €12 million. Representing a major European grain trade company with worldwide operations in the core competencies of trading, logistics and supplementary services in its core segments of agriculture, energy, and building materials, through its Romanian regarding the set of the preventive seizure on assets of a Romanian company for the amount of €1.5 million. We are currently assisting foreign lawyers within an international litigation regarding the cancellation of an SPA within a Romanian company, valued at €16 million. 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 lawyer: Alexandru Ene. 168

PACHIU & ASSOCIATES

Assisting one of the world’s leading integrated energy companies, in different litigation cases 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, as provided in the Petroleum Law No. 238/2004. The purpose of obtaining the easement right over the lands is aimed at the exploration and production of natural gas trapped in shale rock formations in the petroleum block. Assisting a Hungarian multinational oil and gas company among Europe’s best, in several disputes initiated by NGOs and aimed at the annulment of government decisions approving the petroleum concession agreements for explorationdevelopment-production of petroleum blocks in certain areas of Romania. The assistance also includes disputes having as object the declassification of such petroleum agreements promoted by several non-governmental environmental protection associations. Value: several million euro. The law firm is currently representing an important German investor active in the construction industry in connection to complex litigations valued at more than €2 million. In this litigation the client is faced with one of the biggest Romanian companies, judging both by number of employees and by annual turnover. The work consisted in analyzing technical documents, assessing contractual liability of the client, preparing defense strategies and analyzing possibilities for amicable settlement. Value of the project exceeding €2 million. Advising an European aviation company operator of business jets in matters related to the liability in tort promoted against the National Company Bucharest Airports and the Romanian Air Traffic Services Administration -ROMATSA. The case is particularly intricate and technical as it deals with the dynamics of an aircraft incident. All facets of the case are taken into consideration such as the analysis of the air traffic operator’s economic background and the reimbursement of loss of profit over the time the damaged plane was undergoing repairs. Value €3.5 million. Specialist lawyers: Laurentiu Pachiu, Adriana Dobre, Alexandru Lefter, Ana Maria Goga, Radu Noslacan.

PETERKA&PARTNERS

Ongoing legal advisory services to Iveco Capital Leasing IFN and Iveco truck Services, two Romanian subsidiaries of CNH Industrial Group, operating financial leasing services within the automotive industry, in connection with insolvency procedures, debt recovery and the administration of the creditor’s receivables portfolio. The services provided


Which Lawyer in Romania

to the client include representation in front of Romanian courts in trials having as object insolvency and debt recovery procedures, also negotiating with debtors. Ongoing 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 amount of approx. €3 million. The legal assistance implied coordination of lawyers in several jurisdictions (France, Monaco and Romania) with the view of recovering the above mentioned receivable, also taking into consideration that enforcement in Romania was severely affected by the fact that criminal procedures have started against the debtor. Ongoing assistance and representation of Media Prep, a Romanian entity activating in the field of music licensing for creative and commercial uses, before the Romanian courts in a litigation against Romanian Musical Performing and Mechanical Rights Society, the Union of Phonograms Producers in Romania and the Romanian Center for Performers’ Rights Management, for the recovery of the remunerations that the client is entitled to collect. Ongoing legal advisory services to Essilor Romania, a subsidiary of a French manufacturer of ophthalmic equipment and products, the leading company in the sector, in connection with the assistance regarding various repossessions and debt recovery matters. Also providing the client with advice in respect of current practice to amend the sales purchase agreements. Ongoing general legal advisory services to H. Dawson Sons& Company (Wool), one of the worlds’s leading international wool suppliers, focused on an enforcement procedure carried out against an immovable asset secured in favour of the client. Specialist lawyers: Cosmina Romelia Aron, Letitia Silaghi, Ioana Catalina Savan, Matei Gabriel Bibu.

RADU SI ASOCIATII | EY LAW

Assisting and representing Petrotel Lukoil SA, one of the largest refineries in Romania, in relation to the following: the commercial and tax aspects concerning the criminal investigation conducted with respect to offenses consisting in using the credit of the company in bad faith, money laundering and tax evasion, assistance before the criminal investigation bodies, before the preliminary chamber judge and before the first tier court; challenging the precautionary measures imposed on the bank accounts and assets of the company, obtaining a significant decrease of the value of such measures. The total value of the case is approx. €1.5 billion for the accusations

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currently before the first tier court, estimated at $1.4 billion for other accusations. Assisting and representing Prio Biocombustibil SRL with the annulment of the decision to revoke the tax warehouse permit and other administrative deeds. The team is also assisting the client with the claim for obtaining compensation for the damages incurred due to this revocation. The total value of the case is approx. €11 million plus interest. The case is ongoing, having started in 2014. Assisting and representing Eco NRG SRL with the annulment of the administrative deeds issued by the Ministry of Agriculture and Rural Development which withdrew the advantage obtained by the client as part of the funding granted by the European Union Structural Funds for the implementation of the project “Farm for intensive fish growth”, which were related to alleged irregularities resulting from the public procurement procedures conducted by the company during the Operational Program for Fisheries 2007-2013. The total value of the case is approx. €850,000. The projects are ongoing, having started in 2015. Assisting and representing an important Italian manufacturer of heating equipment and systems in the process of recovering the receivable held against one of its distributors as well as in the insolvency procedure of the same distributor. The total value of the case is approx. €1.4 million. The case is ongoing, having started in 2014. Assisting and representing a leading integrated agribusiness in order to recover the receivables held against two of its debtors. The total value of the case is approx. €1.7 million outstanding debt and €419,000 interest for the two debtors. The case is ongoing. Specialist lawyers: Emanuel Bancila, Octavian Adam, Alex Slujitoru, Laura Dimofte, Violeta Geru, Alexandru Oana, Violeta Geru.

RADULESCU & MUSOI ATTORNEYS AT LAW

Provided successful legal representation to an important Israeli group in several cases which include: assistance regarding the tender organized by the Bucharest City Council for the rehabilitation of the sewage system in relation to the challenges filed by other bidders; annulment of administrative acts, including suspending the execution of public procurement agreements and requesting compensation for damages; abusive execution of letters of guarantee as well as representation in relation to recovery of amounts due by public authorities resulting from the performance of technical assistance activities. The work included, as well, legal representation in relation to a 169

claim for annulment of an arbitral award. Provided assistance and representation to several major Romanian banks in relation to abusive clauses and the implementation of Law no. 77/2016 in over 2.000 cases. Assisted and represented a major bank in all types of litigation arising from banking activity in over 6 counties as well as complex insolvency procedures regarding corporative clients with high exposures, including revising and implementing transactions, reorganization plans, and representing the client in all phases of insolvency and accessory case files. Provided assistance and representation in litigation regarding the sharing of profits from a public procurement contract in excess of €14 million. Assisted one of the top waste management companies in Romania to successfully challenge before the courts the tender documentation drafted by the contracting authority regarding the operation of a county waste-management plant. Specialist lawyers: Roxana Musoi, Carmen Banateanu, Voicu Cheta.

REFF & ASSOCIATES SCA

Representing an important capital market corporation in litigation proceedings against the National Authority for Financial Surveillance (ASF) in respect with the annulment / suspension of a Decision issued for the alleged breach of the capital market provisions regulating the alternative investment funds established as a joint stock company with private shareholding (“SIF”s). The authority considered that the client was acting concertedly with another entities in order to purchase voting rights in a SIF over the limit provided by the law, thus avoiding the legal prohibitions and restrictions. The authority ordered the following categories of measures, translated in a multimillion euro potential loss for the client: for the shareholders presumed to have acted in concert - to initiate the sale of the shares held in the issuer (up to the 5% legal threshold) within 3 months; for the Central Depository and the Board of Directors to take the necessary measures to suspend the voting rights for shares in excess of 5% of the voting rights, held by the persons found to have acted in concert. Completed: The suspension of the deeds was obtained and the enforcement of the decision was ceased until a solution is given on the annulment claim (the solution is definitive and cannot be appealed). The annulment claim is currently suspended until a solution is given in another similar case file. Representing one of the largest egg producers/distributors in Romania, with over 24 years of experience in two administrative litigations against the National Authority


Which Lawyer in Romania

For Rural Development in relation with the European funds obtained by the client, in total amount of approx. €3 million, in a matter having as object the alleged artificial conditions created at the moment of accessing the funds. Also offered assistance and representation in relation with the suspension of the enforcement of the administrative deed.The court of first instance admitted the law firm’s claims, annulled/suspended the Sanctioning Minutes and exonerated the client from the payment of the entire amount. The annulment, as well as the suspension of the enforcement of the administrative deed were obtained in the first tier of jurisdiction. The annulment claims, as well as one of the suspension case files are currently in the appeal phase. The second suspension case file has been irrevocably won. Represented the largest wind turbine manufacturer worldwide in administrative and litigation procedures against the National Authority for Fiscal Administration: for obtaining the VAT reimbursement in amount of over €16 million, in relation to the client’s wind farm construction services/ equipment acquisitions; for obtaining the annulment of Tax Assessment Decision imposing additional Corporate Income Tax and late payment charges in amount of approx. €3.9 million, as well as the Measures Dispositions issued for the rectification of the tax returns for approx. €11 million.The reimbursement, as well as the annulment were granted by the tax authority following the administrative appeal. Representing a Municipal Public Transportation Company in a litigation against the General Direction of Public Finances in respect with the annulment of a Tax Assessment Decision through which VAT, corporate income tax and additional late payment charges in amount of over €440.000 were imposed in respect with the acquisition of a Gondola lift, that was initially acquired by the Local Council through a leasing agreement. The Local Council transferred the Gondola lift to the Company, the client being also transferred the obligation to pay the lease charges, until the end of the contract. The client also registered and deducted expenses and VAT in respect to the Gondola lift. The tax authorities did not recognize the transfer of the Gondola lift, so the expenses and VAT registered and deducted by the Company in relation to it were denied. Also providing assistance and representation during negotiations with the constructor of the Gondola Lift in respect with the breach of the construction agreement (public procurement contract) and the request for prejudice amounting approx.

Litigation

€1 milion. The annulment was obtained in the first tier of jurisdiction, the appeal has not been judged yet. The negotiations with the constructor are still pending. Offering legal assistance and representation to one of the largest multinational clothingretail company during employment litigations in relation with the employees’ appeals against the sanctioning decision and its request to obtain the remuneration of alleged extra hours.The court ruled in favor of the client in both tiers of jurisdiction. The decisions are definitive. Specialist lawyers: Andreea Artenie, Cristi Secrieru, Luiza Ionescu – Donoiu.

RTPR ALLEN & OVERY

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 and representing Sky News in relation to a criminal investigation and a follow-up civil claim regarding a news report that referred to arms trafficking on the territory of Romania. Obtained the rejection of the civil claim against our client in the first instance, while the criminal investigation was put on hold. 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, 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. The legal team prepared an amicus curiae brief upon the instruction of the Romanian Banking Association, comprising most of the Romanian banks, which contributed to the decision of the Constitutional Court to declare the controversial Giving in Payment Law as partly unconstitutional. Represented RBS Bank in an ICC arbitration held in Vienna, in relation to a contractual dispute against APS Fund Alpha. RBS was also awarded substantial legal costs that have been paid in full by the opponent. Specialist lawyers: Valentin Berea, Razvan Nanescu, Lucian Mihai, Valentin Berea, Adriana Dobre, Roxana Ionescu, Vicu Buzac. 170

SCHOENHERR & ASOCIATII

Representing a major energy company in finalizing an arbitration case under ICC rules. Assisting a construction company in a series of litigation files arising from public procurement procedures aimed at awarding works contracts for the construction of various infrastructure projects or from the implementation such contracts. Representing a major insurance company active on the Romanian market in a series of over 100 litigation cases referring to insurance claims. Specialist lawyer: Sebastian Gutiu.

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 approx. €14 million. The first court partially admitted the claim by assessing the damage to approx. €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 with regard to construction projects supported by the Romanian State, Bauspar system. The legal team filled a request for suspension of the decision issued by the Court of Auditors that compelled its client to calculate and recover of 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 Orange Romania SA, one of the biggest telecom operators, in a contractual litigation case in which an intermediary company of high added value


Which Lawyer in Romania

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 “non-payment” 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. The litigation was won in the first instance and in the appeal court. Representing and assisting Netcity Telecom SA, a major provider for electronic communication infrastructure, in connection with administrative and civil contentious matters initiated by diverse electronic communication operators as a consequence of their discontent with the way the infrastructure provider, together with the municipality, were developing the contractual relations. Representing and assisting Dumatruks, one of the biggest truck dealers in Romania, in a litigation regarding damages amounting to €1.5 million, derived from the termination of a commercial contract in connection with the distribution of auto vehicles. Specialist lawyers: Valeriu Stoica, Rares Raducanu, Catalina Dicu.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisting Metropolis Investitii Imobiliare SRL, one of the three vehicles of the French Real Estate Investor Catinvest, relating to several disputes with a contractual partner about mutual debts and enforcement cases. Assisting in all facets of the expropriation process to ensure that Imobiliar Barcelona SRL receives appropriate compensation for all aspects of the expropriation. The team of lawyers challenged the decision to expropriate, obtaining higher compensation and assessed the adequacy of Imobiliar Barcelona’s compensation offer. Assisted World Class Romania with respect to various matters: in a litigation involving the operation and lease of their asset management portfolio comprised of shopping malls located in Brasov; assisting in litigation with the Romanian public institution, The National Supervisory Authority for Personal Data Processing. The issues arose from administrative acts, the effects of the administrative acts issued, as well as issues about control activities. Assisted Complexul Multifunctional Victoria a local subsidiary of AEW Europe and owner

Litigation

of the America House Building – landmark office building in centre Bucharest, with litigation and insolvency matters involving the operation, and lease of America House office building located in Bucharest. Assisted ERP Targu Mures, local vehicle of AEW Europe and owner of the Promenada Shopping Mall, with litigation and insolvency matters involving the operation and lease of a shopping mall located in Targu Mures, 51,350 sqm. Specialist lawyers: Silviu Stratulat, Florin Dutu.

TMO ATTORNEYS AT LAW (KPMG LEGAL)

Represented Iveco Capital, one of the largest global automotive groups as Creditor in a portfolio of over 20 litigation files. Assisted a large scale portfolio of court files, 300 in total, of the liquidator of Astra Asigurari, formerly the largest insurance company in Romania, which was the first Romanian insurer to enter into insolvency. The legal team handled cases involving over RON1.5 billion; approx. €328 million. The law firm supported the client in its defense against challenges filed by the creditors in relation to the creditors table. Assisted Caucho Metal, a Romanian subsidiary of a Spanish group, and a large manufacturer of automotive products, in connection with 5 complex litigation files. Advising Gamesa Wind Romania, a company in the renewable energy sector, in a claim against the tax authorities. Subsequently, the legal team requested the Court to refer the main legal question in the case to the European Union Court of Justice (EUCJ). The Romanian Court, which rarely approves a referral to the 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

Assistance and representation for Romanian Football Federation, FRF, in a complex litigation arising out from the decision of the Romanian Football Federation to expel a local football club – F.C. U Craiova – from the Romanian Premier League. The litigation file concerned offences of official misconduct, in which the client acted as civilly liable party. In June 2017, the Bucharest Court of Appeal rendered a favourable decision for the client. Assistance and representation in court for one of Austria’s most successful construction companies: proceedings arising from the works execution and installation of a €280 million public acquisition contract in the railway sector. Assistance and representation in legal proceedings for network of medical clinics, 171

regarding disputes amounting to several millions of euro. Assistance and representation for an Italian multi-business group, in disputes concerning the claims for damages exceeding €1 million, resulting from the performance of a supply agreement. 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). Specialist lawyers: Ionut Serban, Dan Cristea, Ioana Hrisafi, Oana Gavrila, Ioana Gelepu, Christina Vladescu, Levana Zigmund, Ana Puscasu.

VOICU & FILIPESCU SCA

Assisted a series of clients active in energy, medical equipment, IT&C in public procurement related litigation cases in front of CNSC, the Romanian administrative court on public procurement procedures, and in courts of law in connection with public procurement procedures organized for the award of over €700 million. Projects coordinated by Senior 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. Assisted the Romanian subsidiaries of two multinational pharmaceutical companies in litigation cases for the reimbursement by tax authorities of wrongfully calculated clawback tax. The legal team works together with tax consultants on this rather technical taxation matter, with a high success rate in all assisted cases. 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. Assisted various insurance companies on insurance-related complex disputes on


Which Lawyer in Romania

insurance and reinsurance coverage, with approx. 25 handled over the past year alone. Rendered services include advice on multi-million euro claims investigations regarding a wide variety of policies; assistance on out-of-court negotiations with injured parties and settlement, as well as in courts, in claims for body injury, moral and material damages. Assistance to various clients in connection to successfully completed litigations regarding annulment of employee dismissal decisions, bonuses, moral and material damages claims etc. Specialist lawyers: Marta Popa, Raluca Mihai, Alex Tabacu, Gabriela Badescu, Dumitru Rusu.

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

Assisted and represented in court nine major Hollywood production studios and script writers in relation to a litigation initiated by a Romanian script writer claiming that his copyright in relation to a movie script was infringed by a blockbuster motion picture written, produced and released in the US by the client and featuring a number of international “A List” Hollywood movie stars. The law firm obtained one of the first landmark decisions where superior Romanian courts granted to Interoil SA, a member of the Dutch group Koninklijke Bunge BV, compensation for the recovery of the effective loss suffered by a corporate taxpayer through erroneous decisions of the Romanian tax authorities. Such court decisions will definitely contribute to the crystallization and unification of the case law relating to the conditions in which companies may obtain compensation from the Romanian state for tax unlawfully claimed by the Romanian fiscal authorities. The abovementioned case was initiated based upon another successful decisions obtained by the law firm for the client in two tax disputes with the Romanian state related to the recovery of VAT unlawfully claimed by the Romanian State and ancillary payments, corresponding interest. The client challenged two fiscal decisions referring to supplementary fiscal obligations pertaining to the value and sales of crude oil produced by the client, the claimant, and to an alleged unlawful deduction of discounts granted by the client to their business partners. Assisted GE International Wilmington Sucursala Romania regarding a claim for fiscal interest from the Romanian tax authorities. This claim was initiated following two complex fiscal litigation cases where successfully represented the client against the Romanian Customs Authority, RCA, for the restitution of undue customs duties. The case raised complex issues of interpretation of EU law and harmonisation of such law with the

Litigation

Romanian legislation. The final appeals in these cases have been heard by superior courts and ultimately by the High Court of Cassation and Justice ruling in favour of the client. Assisted IC Consulenten Ziviltechniker GesmbH and Roughan & O’donovan Limited, two international providers of engineering consultancy services engaged in a consortium that acted as a contractor in a public procurement contract concluded with the Romanian Motorways Company- “CNADNR”. CNADNR initiated an arbitration claim in front of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania and requested from all the members of the consortium compensations of over €1 million arising from the alleged breach of the obligations from the public procurement contract and a subsequent settlement agreement. The arbitral case involved complex discussions on the jurisdiction of the arbitral institution, conflict between arbitral clauses and also very interesting issues of Romanian applicable law. The arbitral award was issued, in July 2015, in favour of CNADNR but the decision of the Bucharest Court of Appeal, in April 2016, in the setting aside action confirmed the clients arguments and rejected 99% of the claims of CNADNR. Advised a foreign reinsurance company with respect to the initiation of proceedings for the recovery of their receivables against three Romanian insurance companies. The assessment also included an analysis of the arbitral clauses included in the contracts concluded with these companies and the necessity of initiating ad-hoc arbitration proceedings for the recovery of unpaid amounts. Following the legal team’s advise and preliminary notices, the client initiated ad-hoc arbitration against one of these company that was conducted by an arbitrator appointed, based upon the agreement of the parties, by the Chartered Institute of Arbitrators. The arbitrator issued his Final Award on 22 December 2016 whereby he fully granted the claim of the client. The Final Award was challenged by the insurance company with a setting aside claim that was dismissed by the Bucharest Court of Appeal on 19 May 2017. Specialist lawyers: Ligia Cecilia Popescu. Bryan W. Jardine.

ZAMFIRESCU RACOTI & PARTNERS ATTORNEYS AT LAW

The first part of 2017 marked the end of the two ICC cases managed by the law firm for SAPE opposing Enel Italy and E.ON Germany, both deriving from two of the most important energy privatization 172

contracts concluded in Romania, Electrica Muntenia Sud and Electrica Moldova. The disputes had arisen following the exercise of the put and call options enabling the foreign investor full control over the privatized company and its profits. The legal team obtained for SAPE the largest international arbitration award ever involving a Romanian party in an ICC Paris arbitration. The law firm acts as counsel to Intralot, Intracom and Lotrom in three connected cases regarding a decision issued by the Romanian Competition Council, which imposed fines in amount exceeding €3.7 million for alleged violations of the EU and national competition rules regarding vertical restraints and exclusive agreement clauses in the gambling industry. ZRP The law firm has been 100% successful in all three cases, the Bucharest Court of Appeal annulled the decision of the Competition Council and exempted the companies from fines. Represented Philip Morris Romania in two labor law disputes following the claims filed by the company’s former employees against the termination decisions issued by the employer, Philip Morris for medical incapacity, in one case, and the infringement of the internal regulations, in the other case. Following a sensitive and complex evidentiary phase, including the administering of a medical expertise, we have obtained favorable decisions in both cases. 2016 marked the full and final success of our client, UniCredit Bank, in the litigations deriving from a factoring contract concluded with one of its clients, Confort, for the financing of its activity. The first court’s decision in a second case regarding the recovery of €10 million worth of delay penalties has been upheld in the appeal court, thus becoming final. The law firm has obtained a benchmark decision from the High Court of Cassation and Justice, which has ruled in favor of our client’s, Petrotel-Lukoil, request that a preliminary ruling procedure is undergone before the European Court of Justice, whilst the national judges were faced with a question on the interpretation or validity of EU law that had no straightforward answer. The High Court referred our questions to the ECJ for a preliminary ruling with respect to the legal regime of a special tax on petroleum products levied by a Romanian government ordinance, in consideration of the provisions under art. 30 of the TFEU. The appeal proceedings before the High Court were suspended until the issuing of the preliminary ruling by the ECJ. Specialist lawyers: Calin-Andrei Zamfirescu, Cosmin Vasile, Stan Tirnoveanu. 


Which Lawyer in Romania

Tax

Does Romania’s taxation legislation offer comfort to investors looking to this country? Repeated and too often changes in the fiscal code are no surprise and the unpredictable nature of governmental policies keeps both local and foreign investors on their toes, creating a feeling of uncertainty that drives many away. However, Romania’s alignment with the EU legislation in regulating indirect taxes and the low rates in comparison to other jurisdiction should make the country attractive for companies looking to do business here.

Tax

The country Tax regime. Welcoming or scary?

T

he local tax regulations and norms have suffered important changes over the last few years as regards both tax incentives for businesses, reduction of social security charges, VAT rate and dividend tax, to mention a few, there is still room for improvement, specially in the approach of the authorities towards the business environment. The combat on tax evasion and avoidance, can take a different turn as the Ministry of Finance will implement from January 2018 the split VAT system, which, consultants say, will impact negatively with administrative and bureaucratic burden the honest taxpayers and will not prove to be a good strategy to combat tax evasion. The Foreign Investors Council (FIC) believes that the mandatory introduction of the VAT-deductible payment from 1 January 2018 will cause major operational bottlenecks in the work of all parties involved - companies that in the initial phase will have to carry out all the

necessary steps to implement the new system, state treasury units, which will be hit by a large number of requests for VAT accounts, as well as ANAF that will have to approve a significant number of transfer requests from the VAT account in the current account within a shortest possible time frame. In the opinion of the FIC, it would be necessary to consult the European Commission beforehand and to draw up an impact study to highlight the effect on tax evasion and costs for the business environment. “The fiscal climate is still attractive in spite of frequent changes,” says Gabriel Biris, Partner, Biris Goran, as the Romanian tax legislation is very much aligned to the EU legislation, on excise duties and import regulation. “We have a very wide network of double tax treaties and also we benefit from the EU directives on direct taxation (parent subsidiary and royalty interest). On the other hand, the significant number of changes promoted by the Government in 2017 have lowered the level of trust, 173

considering the Government inability to offer a predictable fiscal environment,” says Biris. “No, in the contrary,” says Luisiana Dobrinescu, Partner, Dobrinescu Dobrev. “The taxation legislation is the worst factor for investors, when taking into consideration Romania. The successive changes of the governments and the struggle to propose the most inventive and anti-business fiscal measures discourage the business. For example, there were three months when the real estate market waited for the zero rated VAT for residential buildings. The buyers, natural persons, refused to conclude contracts anymore, which gave a headache to the developers and also, implied possible associated fiscal implications (e.g. adjustment of the input VAT). Other examples were the solidarity tax and split VAT. Even if, in the end, maybe some of the fiscal measures will be favourable to the investors, the lack of stability does not allow the minimal comfort for starting new project.”


Which Lawyer in Romania

“Generally, the tax environment in Romania has known a series of improvements in the past years, there is a constant dialogue between the authorities and the business environment, and certain proposals for simplification and transparency have been taken into consideration by the Ministry of Finance and implemented in the legislation,” argues Razvan Graure, Partner, Musat & Asociatii. “On the other hand, we still notice an increased level of unpredictability caused by budgetary constraints, but also by the need for adaptation to the last trends and requirements at the European level. Therefore, the potential instability of the tax standards and regulations, in conjunction with the tax procedures which must still be improved (more transparent and simpler), on the one hand, but also the intention of the authorities to de-structure the tax evasion networks and practices, with possible adverse effects for certain taxpayers, on the other hand, will continue to be important aspects which the investors and managers must take into account in their business plans.“ In a more optimistic note, Ioana Hategan, Managing Partner, Hategan Attorneys says that the flat tax rate of 16% for the past 10 years Romania offered a very stable and attractive business environment compared to other countries in Central and Eastern Europe. “Hopefully the Romanian legislator sees this as the competitive advantage, which contributed significantly to the very high economic growth of Romania at a European level, especially in the past 2-3 years and maintains this key factor of attractiveness,” adds Hategan. Florin Gherghel, Head of Tax Department, Noerr, says that the stability and predictability of the business plans are almost more important for investors than lower tax rates. “In the last year, the Romanian government has changed quite suddenly the fiscal law and it still contemplates further amendments. Thus, the legislative changes have not been fully embraced by investors who look for legislative and fiscal stability with low risk.” There is no argument that Romania’s fiscal legislation has suffered frequent changes every year, thus the predictability of the tax system (with impact on the business plans) is usually considered by investors as one of the main challenges they have to deal with. The changes may refer to increases (or decreases) of tax quotas, to introduction of new taxes, to regulating specific tax treatments for various transactions, etc. “Such modifications usually enter into

Tax

Razvan Graure, Musat & Asociatii

“Certain proposals for simplification and transparency have been taken into consideration by the Ministry of Finance and implemented in the legislation”

force soon after their announcement says Mihaela Pohaci, Partner, Popovici Nitu Stoica si Asociatii Tax. “This year, more than in the past, the new government proposed significant changes in the tax system, however, to date, many of the proposed measures were abandoned/ put on hold. Another complain of the investors refers to the lack of clarity of numerous tax provisions or to the frequent change of their interpretation, so that when a tax audit takes place, tax inspectors tend to take the approach which entails additional tax obligations of the companies to the state budget,” added Mihaela Pohaci. “In terms of legal framework, over the past years Romania has had one of the most investor friendly tax systems in the region argues Theodor Artenie, a Managing Director at Schoenherr Tax Romania, the specialised tax advisory arm of Schoenherr. “Or so it used to, as this year a series of tax changes have been announced, which are likely to have a potential negative impact on investors’ trust. We refer here to a series of changes that have a direct impact on employees and, indirectly, on companies - namely an increased tax burden on part time contracts, the highly discriminatory solidarity tax for high income personnel, the much-debated overhaul of the income tax system (i.e. shifting focus from the individual income to the household income) as well as the newly announced VAT split payment system which we expect will create major administrative issues and inefficiencies.

In the context of these politically driven changes in the legal framework, which cast a new image of instability and unpredictability over the country’s tax system, ultimately it is expected that investors’ trust will decrease. No matter how stable or unstable the legislation, a major deterrent for investors, on a practical level, remains the administrative apparatus which continues to be inefficient and overly formalistic in applying the legal framework.” “At the moment, Romania’s tax environment is attractive to investors, being compliant with EU legislation and following the OECD standards, having the advantage of an extensive double tax treaty network,” says Ramona Chitu (Moisa), Tax Director at Tuca Zbarcea & Asociatii Tax. “Corporate income tax and personal income tax are at 16%, one of the lowest rates in Europe, while in January 2014, Romania implemented fiscal provisions governing holding companies. The 1% tax rate applicable to micro-enterprises with at least one employee represents a magnet for small and medium foreign investors. Nevertheless, stability and predictability are very important for maintaining this attractiveness. Furthermore, the latest wave of legislative proposals, some of which have already been abandoned amid wide criticism by the business community (such as the household tax, the tax on turnover, the solidarity tax), while others are still undergoing public debate (the VAT split system, the limitation of the tax deduction on the sale of loans), is putting the predictability and stability

Florin Gherghel, Noerr

“The legislative changes have not been fully embraced by investors who look for legislative and fiscal stability with low risk”

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Which Lawyer in Romania

Tax

Felix Tapai, Maravela | Asociatii

“We advise our clients to acquire a minimum knowledge from a tax point of view and to address a professional for tailored and up to date tax advice”

of Romania’s fiscal system under serious question. As such, closely monitoring legislative changes so as to make any required adjustments is a must for Romanian taxpayers.” Alex Tabacu, Tax Partner Voicu & Filipescu Tax Advisers splits his answer to the country’s attractiveness for doing business: “Yes because the legislation becomes more and more harmonised with EU Directives and therefore easy understandable by foreign EU investors, at least. No, because the fiscal public strategy and politics are changing frequently. In 2017 were forecasted several important changes in the legislation starting from rates of taxation (e.g. VAT) up to changing completely the system of taxation (e.g. household tax instead of individual tax, social contributions related to payroll). “In our litigation practice, says Andreea Zvac, Senior Associate Dispute Resolution & Public Procurement, Wolf Theiss, we have noted that the disputes arise either due to ambiguities of the law or due to the approach of fiscal authorities who tend to interpret the law extensively against the tax payer. Moreover, the envisaged changes to the taxation legislation that have been already announced by the Romanian Government may change the perspective of certain foreign investors in relation to Romania. “ Ioana Hockl, Partner Zamfirescu Racoti & Partners Tax agrees that the current fiscal policy does not offer enough predictability to investors; no thorough impact studies are carried out with the purpose of assessing the effects on the business environment of the fiscal policies/tax changes to be enacted; the consultation with the representatives of the business environment before the introduction of tax changes is insufficient. “Consequently, the frequent and often unpredictable tax changes create difficulties upon companies’ strategic planning, since they cannot forecast their tax costs in the medium and long-term. A lot of steps need to be undertaken in order to simplify and ensure the stability

and predictability of tax legislation. The increase of budgetary revenues should not necessarily involve new taxes and/ or the increase of existing ones but rather the increase of tax collection rates, the reduction of bureaucracy and the limitation of arbitrary interpretations at the level of tax authorities,” says Ioana Hockl. Felix Tapai, Tax Partner at Maravela | Asociatii argues that Romania’s taxation legislation does not offer comfort to investors due to numerous changes and framework instability that leads to reluctance and uncertainty. We therefore advise our clients to acquire a minimum knowledge from a tax point of view and to address a professional for tailored (customised for its business and sector of activity) and up to date tax advice.” In a challenging fiscal environment, where the perception is not uniform, we asked lawyers how would they summarise the main aspects related to tax and would point out as an “advice” for a client? Gabriel Biris, Partner Biris Goran says this very much depends on the case, but in general they advise clients to give particular attention to the supportive documents as the tax inspections focus more on form rather than substance. Razvan Graure, Partner at Musat & Asociatii believes that in the next period the tax authorities (namely ANAF - fiscal inspection and Anti-Fraud Directorate) will continue the pressure over the fictitious tax evasion arrangements destined to misappropriate the taxes and duties which are due to the state budget. These controls will also reflect, in certain situations, on

the correct taxpayers who did not have connections with the tax evasion circuits, but who are, many times, affected by such approaches. Moreover, the economic policies of the Government must be followed because the potential budgetary imbalances may lead to the introduction overnight of tax provisions with potential adverse effect for the business environment (see VAT split payment, taxation of part time employment contracts). To the same extent, as it is also normal in fact, the business activities will continue to be carried out, therefore the companies should request specialised assistance whenever new transactions, new contracts/partners appear or when management decisions which may entail negative tax implications at a given moment are made. “Our tax advice is structured around a series of core principles, including knowledge of the law, compliance, prudence and consistency says Theodor Artenie, a Managing Director at Schoenherr Tax Romania. “On a practical level, it is important to apply the laws in a reasonable manner and not with a view on how a tax inspector or another would interpret the facts; a risk for abusive interpretations will always exist. Also, there should be no room left for asking “how not to pay taxes?”. Instead, the economic rationale behind any changes in our clients’ business needs to always be the focus and, ideally, tax efficiency must be a consequence and not an objective. As a general recommendation to taxpayers, support from a chartered tax advisor should always be sought to ensure a proactive and not a reactive positioning in terms of compliance with the relevant tax legislation,” says Artenie. The main aspects pointed out by Alex Tabacu, Tax Partner Voicu & Filipescu Tax Advisers would be to pay attention to frequent changes of fiscal legal provisions, to permanently scrutinise the process of fiscal changes. He also advises prudence

Alex Tabacu, Voicu & Filipescu

“The legislation becomes more and more harmonised with EU Directives and therefore easy understandable by foreign EU investors, at least”

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Which Lawyer in Romania

Tax

Luisiana Dobrinescu, Dobrinescu Dobrev

“Too many of the mistakes made during the tax audit and within the contestation diminish the chances in front of the judge”

of business plans and alternative/back up plans from tax perspective, while for large projects are recommended to have obtained binding pre tax ruling. Prudence in interpretation of legal provisions and in relation to the tax authority, as sometimes they could be aggressive or even abusive in their approach and pay attention to compliance with the tax rules as the open tax period is of five years and any error could generate penalties and fines which are aggregated over the period”. “The main advice,” says Luisiana Dobrinescu, Partner Dobrinescu Dobrev “is to keep themselves informed and not

to ask too late for professional advise. There are too many situations when our clients contact when they already lost the administrative contestation, thinking that a court action will allow them to give them a point zero of the argumentation. Unfortunately, too many of the mistakes made during the tax audit and within the contestation diminish the chances in front of the judge.” “We point out to our clients that effective tax advice and pro-active planning can give companies a competitive advantage, since the interpretation and enforcement of tax laws without professional guidance

can decrease a company’s profitability and drain the time of its managers,” says Ioana Hockl, Partner Zamfirescu Racoti & Partners Tax. Sh adds: “If a company is undergoing a tax litigation, the chances of the company winning the case increase if it uses a law firm which has a tax department, since the lawyers establish the tax strategy to be pleaded in court together with the tax advisors who tackle the merits of the case.” Ioana Hategan, Managing Partner, HATEGAN Attorneys brings positive aspects to the table, such as the flat rate tax of 16%, the digitalisation of the fiscal administration in Romania that gives comfort in terms of efficiency especially to companies coming from Western Europe that are comfortable in an efficient environment existing in their own countries, and the possibility to successfully contest all and any attempts of abuse of the Romanian fiscal authorities in front of the courts of law that guarantee a high level of censorship of unlawful fiscal decisions. 

How would you describe the main type of lawyering activity you do in the tax department? How much of this work is related to fiscal disputes? GABRIEL BIRIS, PARTNER, BIRIS GORAN 50% of our work consists in advisory and the other 50% in tax litigation. Our work includes compliance, transactional support (tax due diligence), assistance during tax inspections. The tax litigation is on the rise. IOANA HATEGAN, MANAGING PARTNER, HATEGAN ATTORNEYS Since we only have a Tax Litigation department, all of our tax work is related to fiscal disputes. Nevertheless we have built strong and very qualified cooperation both with local financial firms as well as national and also international fiscal firms, which enable us to team up with them on all these levels to the benefit of our clients.

176

ALEX TABACU, TAX PARTNER, VOICU & FILIPESCU TAX ADVISERS The main types of work is related to current advice for implementing the fiscal law in internal procedures, assistance in preparing tax returns and advice for compliance, assistance in tax disputes and tax litigations, assistance in tax limited reviews and tax due diligences. Currently fiscal disputes constitute a hot topic. Probably 30-35% of work is dedicated to this type of work. FLORIN GHERGHEL, HEAD OF TAX DEPARTMENT, NOERR We advise on various topics, such as greenfield investments, transaction tax (mergers, share deals, asset deals), tax due diligence, tax specific matters, assistance during tax audits. We also assist our clients in court cases with the tax authorities (yet, tax litigation does not represent a major part of our tax work).


“A solid local Romanian law firm operating with the standards of an international firm” Chambers Europe

Antitrust Corporate M&A Energy & Natural Resources Finance & Restructuring Insolvency IP, IT & Media Labor Litigation Public Procurement Real Estate Tax

47 Aviatorilor Boulevard, RO-011853 Bucharest, Romania  www.birisgoran.ro  office@birisgoran.ro


Which Lawyer in Romania

EMANUEL BANCILA, PARTNER, RADU SI ASOCIATII | EY LAW Radu si Asociatii | EY Law has a team of 17 lawyers, assigned to deal with tax controversy related disputes. Much of the work performed in the tax department of EY Romania usually backs up the dispute resolution activity, in the sense that we commonly deliver specialised assistance regarding tax and tax-procedure on the entire period in which our clients are subject to a tax audit (and not only in the challenging phase, after the tax assessment decision and tax audit report are issues). In the past years, due to the rather remote percentage of tax collection, the Romanian tax authorities have increased the pressure on revenue collection resorting, for this purpose, to different means. This subsequently gave rise to a higher number of tax audits which led, inevitably, to disputes between the authorities and the taxpayers. Thus, even if the main tendency of the tax authorities was to exclude from auditing the most profitable companies by virtue of their practice to pay taxes accordingly, in recent times companies of all kind are subject to tax audits. In this complex, challenging and ever-changing field of defending the taxpayer’s position, rendering tax and taxprocedure advice became the best strategy, thus imperative for the latter to resort to specialised assistance, not only starting with its early stages, but throughout the performance of the tax audit, as well as after its completion, in the proceedings of challenging the results of the tax audit. LUISIANA DOBRINESCU, PARTNER, DOBRINESCU DOBREV During the past year, we remarked a trend of compliance of the taxpayers aimed at obtaining legal security. Therefore, the volume of the tax consultancy and fiscal reviews increased significantly, compared with the previous years. Meanwhile, the work and the allocation of the resources to fiscal disputes was constant. I would estimate the fiscal disputed as being 30% of the total turnover generated by our tax team. A very optimistic trend derived in 2016 from the new projects generated by new, foreign investors in Romania, especially in real estate. Unfortunately, the Governmental problems and the very low quality of the fiscal legislative proposals discourage most of the investors, which took the summer 2017 as a good opportunity to think again if Romania is really a wise option for invest.

IOANA HOCKL, PARTNER, ZAMFIRESCU RACOTI & PARTNERS TAX We provide tax assistance to our clients during tax authorities’ audits, assistance and representation of clients in relation to tax disputes and litigation, tax due diligence and transaction assistance, tax reviews, ongoing tax assistance relating to daily business, assistance in relation to acquisitions of companies, mergers, spin-offs and reorganisations revision of contractual tax clauses, preparation of transfer pricing files, etc. For the last 2-3 years more than 50% of the tax work related to fiscal disputes, due to the increased number of tax authorities’ audits which ended up with significant tax obligations being imposed to taxpayers and the often abusive and arbitrary interpretation of the tax authorities. As part of our mandate, we elaborate litigation documents/contestations against tax assessment decisions issued by the tax authorities, we elaborate appeal documents and we assist clients in taking measures to suspend the enforced collection of tax liabilities assessed by the tax authorities.

Tax

RAMONA CHITU (MOISA), TAX DIRECTOR, TUCA ZBARCEA & ASOCIATII TAX The main type of lawyering activity in the tax department relates to transaction and restructuring tax assistance. Whether it concerns sale of assets, participations, transfers of businesses, mergers, spin-offs, or liquidations, our tax expertise and experience, combined with our firm’s traditional strengths, create substantial tax savings for our clients, while also mitigating their tax risks. Fiscal disputes have long been a feature of the Romanian market, determined by the very frequent changes and developments in the tax legislation combined with the tax authorities’ aggressive approach towards taxpayers. Nevertheless, the volume and complexity of fiscal disputes have reached very high levels in the last year. In this environment, tax consultancy on fiscal disputes represents an important line of business for our firm. RAZVAN GRAURE, PARTNER, MUSAT & ASOCIATII Our clients’ requests in the last year covered a various range of tax issues, among which we can list: assistance in the acquisitions made on the local market, business restructuring, inspections made by ANAF, taxation at the level of natural persons and VAT implications related to the operations carried out by local or non-resident companies in Romania. A major part of the clients’ requests are related to the current tax issues which they face in their daily activity – interpretation and application of the tax code, the relation with the tax administration, review of contracts, etc. Also, an important number of requests have come from the area of tax disputes, along which we also have to remind the assistance provided for tax procedures (the challenge of precautionary measures or foreclosures). Also, a constant flow of projects has come from the area of transactions - mergers, acquisitions, business sales, business restructuring, etc. MAGDA DIMA, PARTNER, MITEL & ASOCIATII Our expertise covers a large spectrum of fiscal matters, working closely with accounting experts and tax counselling companies. We provide legal assistance in the relation with public and fiscal authorities and specialised legal representation in cases having as claim the annulment of administrative acts. THEODOR ARTENIE, MANAGING DIRECTOR, SCHOENHERR TAX ROMANIA “Our tax advisory practice covers day-to-day advice on all types of tax matters related to direct and indirect taxes, as well as tax advice in M&A transactions - from tax due diligence to deal structuring. A key focus of our practice this year has been on developing the firm’s transfer pricing practice, with a good start in terms of relevant projects, and we anticipate that in the near future our work will also include specific litigation cases. Working together with Schoenherr’s litigation and white collar crime lawyers, we provide specialised advice in tax litigation as well as in criminal investigations related to economic crimes.” 

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Which Lawyer in Romania

Tax

Most representative projects BIRIS GORAN

The litigation and tax teams registered repeated victories for Farmec SA, the largest cosmetics manufacturer in Romania, against Romanian fiscal authorities, in ongoing tax disputes. Recently, our team obtained the annulment of a taxation decision of approx. €15 million. The law firm serves as long standing tax advisor for leading companies as RedBull, Oriflame, Kika, Cris-Tim, Lease Plan and Impuls Leasing, assisting them with regards to all tax matters related to their day-to-day business activities. Tax advisor to Hidroelectrica SA, the main hydro energy producer and trader in Romania, with regards to a complex tax litigation. Assisting Romaqua Group, leading Romanian mineral water producer, in a complex dispute against the decision issued by the Romanian tax authorities. Assistance offered to Reinert, German cold meat producer, for their factory in Romania, during a tax inspection and further contestation of the decision issued by the tax authorities for VAT reimbursement. Specialist lawyer: Gabriel Biris.

BOGARU, BRAUN NOVIELLO SI ASOCIATII

Advising foreign investor on tax structure to purchase land in Romania. Considering Romanian VAT issue in respect of loan and interest payments to foreign company. Representing client in respect of claim for customs duties in respect of import of food stuffs into Romania. Advising on repatriation of profits to client via a neutral tax country. Considering with client and tax accounts transfer pricing of services between Romanian client company and parent holding company.

BOHALTEANU SI ASOCIATII

Advising Colgate Palmolive, one of the largest consumer products groups in the world on the tax implications of distribution of the company’s reserves. Representing Novo Nordisk, one of the largest life sciences companies in the world in a number of tax disputes with Romanian state healthcare and

economic bodies. Opposing parties are the National Health Insurance House and the National Agency for Fiscal Administration, from which the law firm is attempting to claw back €25 million in contributions made by our client. All judgments have been favourable to the client thus far. Advised S+B PLAN & BAU, the Romania subsidiary of a significant European property developer, on the transfer pricing and other tax aspects of a real estate deal for the attempted purchase of a significant plot of land. Advised Teraplast SA, one of the largest PVC processor in Romania and one of the leading producers of materials for installations and constructions market, on the tax aspects of its acquisition of a 50% stake in Depaco, one of the biggest Romanian players in the metallic tiles market. Advising Romanian Investment Fund, an important capital markets-focused investment fund, on various tax matters relating to the company’s investment activity. Thus far this has included establishing the client’s tax obligations in Romania and representing the client in front of the Romanian tax authorities. Specialist lawyer: Ionut Bohalteanu.

CORINA POPESCU LAW OFFICE

Representation of Foreign and Romanian companies in fiscal related litigations before the fiscal authorities and in courts, such as VAT reimboursement, expenses deductibility and tax. Specialist lawyer: Corina Popescu.

D&B DAVID SI BAIAS SCA

Assisted Marfin Leasing IFN during a lawsuit against the tax authorities claiming the annulment of a tax assessment decision amounting approx. €4.2 million as denied reimbursable VAT. In April 2016, Bucharest Court of Appeal admitted the company’s claim based on the argumentation of the law firm and ruled in favour of the company – ongoing. Assisting a big European retailer before the competent authorities and the courts of law regarding the annulment of a

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tax assessment decisions issued by National Fiscal Authorities imposing the client additional VAT liabilities for intra-community deliveries amounting approx. €1.4 million, as well as for suspending the enforcement of the tax assessment decision. Assisted an international company that focuses on the trading of industrial goods during the first tier of jurisdiction in the process of annulling several tax decision rejecting the company’s right to interest in amount of €1.5 million related to late reimbursement of VAT. Providing legal assistance to a DIY retailer regarding the annulment of a tax assessment decisions issued by Romanian Tax Authorities imposing the client additional VAT liabilities and Corporate Income Tax related. Provided tax and legal assistance to a big company from the petroleum industry, a major player in the energy industry, within the administrative procedures for challenging a Tax Decision imposing additional corporate income tax and VAT amounting to €2.5 million. Further to the arguments presented by the company during the tax challenge phase the Romanian tax authorities admitted the company’s tax challenge and further to a re-check did not imposed to the company additional tax liabilities. Currently assisting a company providing branded consumer packaged good, during the tax inspection procedures performed at the level of three of clients entities in Romania. Assisted a global integrated business enterprise that develops and operates businesses across virtually every industry, during the first stage of the court proceedings with the view to annul a decision issued by the Tax authorities dismissing the company’s right to interest in amount of €400.000 related to late reimbursement of VAT. Estimated for finalization in last quarter of 2017. Specialist lawyers: Dan Dascalu, Ana-Maria Iordache, Mihail Boian.

DOBRINESCU DOBREV SCA

The team provides day- to -day tax advisory and also assistance during the tax inspection for Holzindustrie Schweighofer, part of the Schweighofer


Which Lawyer in Romania

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. City Point, member of Shikun Binui Group, has developed in Bucharest three luxury real estate projects : Banu Manta, Aviatiei and Herastrau. Currently, the company is developing Pipera New Point and Basarabiei residential park. The team provides day-to-day tax advisory. AD Auto Total is the leader in import and distribution of automotive parts in Romania. AD Auto Total is a Romanianowned company, active for 23 years in the automotive field. AD Auto Total portfolio now has over 14,000 active clients, 72 deposits and a turnover of 2016 for €168 million. The team provides day to day tax advisory, tax audit and assistance in front of the tax authorities. The team provides day to day tax advisory, tax audit and assistance in front of the tax authorities for Grafitty BBDO, the first PR and advertising company opened after the comunist era. Grafitty is involved in one of the most representative PR projects: Pepsi, Dacia, Ursus etc. The team is assisting Romairport, the company involved in the reconstruction of the Bucharest Otopeni airport, in contesting a tax assesment having as object part of the input VAT related to the final phase of the reconstruction of the airport. Specialist lawyer: Luisiana Dobrinescu.

HATEGAN ATTORNEYS

Assisting a solar energy producer in a tax litigation in Timisoara. Assisting a German Company in a European tax investigation for recalculating custom tax for an import from Asia. Assistance to a German company in resolving a fiscal dispute with the fiscal authorities in Oradea. Specialist lawyer: Alexandra Jivan.

MARAVELA | ASOCIATII

Assisted Standex International, part of the American Group Standex

Tax

International Corporation, a diversified global manufacturing company, with regard to the acquisition of the Romanian branch of Piazza Rosa Group, one of the leading European players on the polishing, engraving and laser moulding market. Assistance included tax due diligence and revising of the transaction documents, as well as U.S. GAAP reporting. Assisting a leading financial services provider in the auto industry on numerous tax matters including tax compliance services, the 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. A s sisting Eb ersp ächer E xhaust Technology GmbH & Co. KG, 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. Retained by one of the leading Romanian healthcare companies with regard to the sale of its entire business to one of the biggest retail medical services providers. Tax related, assistance consisted of a complex tax due diligence and review of the contracts our client has with individual medical practices, in order to assess, from a fiscal point of view, the advantages of changing their regime, tax reclassification from independent to dependent status, VAT, Tax on profit, dividends, treaty avoiding double taxation, etc. Retained by the European discount supermarket network based in Germany, in order to provide tax advisory assistance to its Romanian subsidiary. Tax work includes thorough review of various contracts from a fiscal point of view including tax implications of contract annulment, tax consequences in case of supplier swap, holding different fiscal regimes, tax refund and challenging tax penalties, etc. Specialist lawyers:Gelu Maravela, Felix Tapai, Alina Popescu. 180

SCA MITEL & ASOCIATII

Legal assistance and representation for Allianz-Tiriac Asigurari in disputes for the annulment of local authorities’ tax decisions establishing significant amounts arising from valuation reports concluded by the fiscal authorities in view of determining the local taxes for buildings Legal assistance and representation for Carpatina in a fiscal 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 tackles multiple domains, insolvency, tax, the company challenging the issuance of a tax decision with the inobservance of the legal aspects of insolvency proceedings. Specialist lawyers: Magda Dima, Gabriela Patrascan, Silvia Gogan, Alina Ostroveanu.

MUSAT & ASOCIATII SPARL

Advising Amazon (US), in view of benefiting from several tax facilities for its employees, including drafting the relevant documentation. The mandate included extensive tax assistance with respect to the implementation of a potential “Independent Contractor Model” for certain employees as well as daily tax advisory. Assisting Sermedic, a Servier Group entity, one of the largest French pharmaceutical companies, in relation to assistance for challenging various tax assessment decisions issued by the Romanian authorities and representation of Sermedic before the court for judicial suspension of the enforcement of respective decisions. The mandate also consists in various tax advisory services, including taxation of intellectual property and independent contractors. Assisting Kaufland Romania, one of the most important retail companies in Romania, in relation to various tax matters such as restructuring of retail business, compliance with various regulatory obligations and tax aspects in relation with various supplier damages. Advising Vivendi, a global player in media and communication industry, on matters pertaining to employee share plans, which involved advice on the legal and tax implications, as well as


Legal Opinion

Split VAT, or how to Improperly Prescribe a Good Medicine by Luisiana Dobrinescu, attorney-at-law, Bucharest Bar During the past four years, Romania experienced not only economic growth, but also a significant increase of the VAT fraud. We are Europe’s leader in tax evasion, with an estimated 40% VAT gap. To fight this, almost all remedies have been put to trial: a special intraCommunity register for taxable persons performing EU trade, very difficult and often irrational registration criteria for VAT purposes, drastic procedures of VAT code cancellation, followed by burdensome financial sanctions. Nevertheless, the VAT gap increased, mostly due to ‘missing trader’ fraud. While wrestling with the ‘missing trader’ fraud, several Member States (including Bulgaria, Hungary, Poland and Romania) have figured out that they could just collect the tax from other taxable persons, assuming or not, their involvement in the fraudulent transaction chain. The European Court of Justice has confirmed that whenever the tax administration is able to prove that the customer knew or should have known that his purchase was part of a transaction connected with fraudulent evasion of VAT, the customer may be denied the right to deduct the input VAT. Not only the ECJ, but also the Romanian courts of justice consistently decided that the tax administrations must prove such knowledge in each individual case – which turns out to be easier said than done: a lengthy, costly and complicated procedure. In addition, this approach puts the bona fide businesses in a vulnerable position, particularly when dealing with a new supplier. Even after performing additional checks on each supplier, the bona fide taxable persons bears the risk that their right to deduct will be challenged under inspection, because subsequent data points to the conclusion that they had inadvertently been dealing with fraudsters. In July 2017, the Romanian Ministry of Finance came with a hasty idea, to implement an optional VAT split system starting with October 2017 and a mandatory one, starting with January 1, 2018. This was one of the four alternatives discussed at the EU Commission level , which formed part of the Green paper regarding the future of the VAT, released in

December 2010. The VAT split model implies that each payment performed between taxable persons should be made in two separate bank accounts: an operational one and a VAT one. This model eliminates ‘missing trader’ fraud, but requires substantial changes in the way all businesses and tax administrations handle VAT. This option may have also an unwelcome impact on the relation between the supplier and customer and therefore on business activities in general. Not in the least, the split VAT system may also have a cash flow effect for suppliers. More developed countries – both economically, but especially on informational technology grounds, such as UK, Poland or Italy, started to explore the split VAT alternative since 2015, with the view to implement it sometime in 2018. They reckoned that the administrative and informational burden of the system was too significant in order to oblige all the taxable persons to apply it. Therefore, in all of these countries, the VAT split system is proposed to become applicable only optionally (in Poland), in relationship with the public sector (in Italy) or for high risks transactions only (in UK). From 2015 till present, those three states were trying to adjust their electronic payment and monitoring systems within public treasury and private banks. Apparently only in Romania, whose tax administration are famous for the antique informational systems, it was considered that three months are more than sufficient to adopt the split VAT system. Of course that the victims of this precipitous decision are the same bona fide taxable persons, who will spend money and time in order to urgently adjust their accounting programs and to hire more accountants. Part of these bona fide business will not afford these expenses. The state simply assumed that everybody should afford the cost to implement this new idea instantly. They are the same businesses which formed waiting lines within the tax administrations to submit the dumb 088 forms, which were mandatory for two years for keeping the validity of their already issued VAT codes. Also, they are the same businesses who, starting with 2017, are facing more and more

administrative burdens, especially the increase of the social contributions for the employees. Their future behavior will definitely show that Romania does not have a fiscal problem with its high VAT gap, but a serious social problem. The very thin and fluctuating margin of profit registered by the majority of the Romanian businesses does not allow them to react positively to the fiscal ideas produced at midnight’s notice by the Romanian Ministry of Finance – especially when, during a year, there are tens of such creative nights... Also, there is another category of taxable persons who find themselves more and more disappointed and betrayed by the Romanian governments (changed every 6 months or so). The lack of political stability and the disruption of the ideas from one government to another causes a high level of dissatisfaction which in turn, brings about a low level of voluntary compliance. The only reasonable solution is for the Romanian Government to start showing more respect for the public money and for the business environment itself. From a purely technical point of view, it should be settled for an optional split VAT system, offered to the tax payers simultaneously with an incentive, such as the exemption from the applicability of other anti-fraud measures – and no more joint liability with potentially fraudulent suppliers.

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


Legal Opinion

Tax audits - a disruptive routine for every taxpayer Disputes against the decisions issued and measures taken by the Romanian tax authorities are frequent and involve specific, complex and even cumbersome proceedings of challenging the tax deeds, of suspending their effects or of averting the enforcement of tax liabilities. Most disputes regard the assessment of ancillary tax liabilities, resulting from the issuance of tax audit reports and tax assessment decisions based on the findings of the tax audit team, but they can also regard certain administrative deeds issued during the performance of the tax audit, such as certain administrative operations performed by the tax authorities. At the same time, the tax authorities started a practice (which has become usual) to refer the cases to the criminal investigation authorities – whenever the transactions performed by the taxpayer were “suspected” by the tax inspectors as being fraudulent. Moreover, in the light of EU Council 2016 / 1164 of 12 July 2016 (Anti-Tax Avoidance Directive) additional measure will be set into place against tax avoidance practices that directly affect the functioning of the internal market. In this framework, special attention must be given to any aspect which may attract the suspicion of a criminal offense being committed by the taxpayer. Engaging specialized tax and procedural-tax assistance from an early stage of the audit (namely since the communication of the tax audit notice) is of the uttermost importance, since this is the way to keep all aspects of the tax audit under strict control. Given the nature of the tax audit procedure which bears very specialized steps, each of them posing specific problems, seeking assistance from a lawyer specialized in this area of expertise is highly recommendable, especially in view of ensuring that the guarantees provided by tax laws are observed by the tax authorities. As such we mention: the observance of the statute of limitation (a specialized professional verifies and argues on the grounds of a certain period being time barred), the compliance with the legal notice period (generally, the regular tax audit cannot lawfully start unless a tax audit notice is first communicated,

Emanuel Bancila, Partner, Radu si Asociatii | EY Law namely at least 30 days before starting the tax audit, if the audit concerns a large taxpayer, or at least 15 days before if it concerns a taxpayers from another category), exercising the right of the taxpayer to ask for a postponement of the tax audit starting date (in this context, the role of the specialized lawyer becomes essential in arguing on the solid and justified character of the grounds that generate the necessity of the postponement), the observance of the sole tax audit rule (usually, a certain type of fiscal obligation and a certain fiscal period may be audited only once) complying with the duration of the tax audit etc. For example, in relation to the duration of the tax audit, this can take up to 180 days for large taxpayers or taxpayers having secondary offices, 90 day for middle taxpayers and 45 days for other categories of taxpayers; until 2016, even if the same rule regarding the duration of the tax audit was applicable, there was no sanction in case the control body didn’t observe it. Therefore, in the past, the unlawful overrun of the term led to abuses from the authorities and a tax audit could have taken up to 4 or 5 years without any sanction for the tax bodies. This meant, apart from the continue pressure for the taxpayer, huge amounts of penalties, sometimes overpassing the main debt (the law does not provide a capped amount in this respect) and the exposure to a new tax audit due to the completion of the 5 year term of statute

of limitation. To prevent this abusive behavior, under the new Tax Procedure Code which entered into force at the beginning of 2016, an important amendment was brought, namely that the tax audit will end automatically if the tax audit exceeds the double of the maximum duration set by the law. In this case, the tax authority can resume the audit only once, with the approval of its superior which approved the initial audit and with the observance of the limitation period. Moreover, other possible incidents may appear during the performance of the tax audit. We name here, for example, the suspension of the tax audit, decided by the tax authorities for different reasons, such as performing a crosscheck to another taxpayer, preparing an expertise report, for requesting information or documents from other authorities etc. In this case the taxpayer must understand that his role is not just being a simple participant to the tax audit proceeding, but can actively participate and influence the outcome of the latter, by challenging the tax authorities’ unlawful deeds and measures taken. For instance, in what concerns the suspension of the tax audit, such measure is not discretionary but must be based on strong legal grounds and thoroughly motivated by the tax authority, otherwise the taxpayer may challenge it and obtain its annulment. Not only this, but the taxpayer can also claim interest for the amounts unlawfully retained by the authorities. Under the Romanian legislation, the tax authorities are compelled to solve a VAT refund within 45 days as of its submission (or in 90 days in case of anticipated tax audit), otherwise they are liable to pay interest for each day of delay starting with the 46th day until the date of the actual refund of the VAT amounts. There is a solid ECJ case law in this matter and the national case law also begins to be unanimous in the sense of granting legal interest for the late refund of VAT. At the same time, legal interests can be requested for any sum refunded from the state budget exceeding the legal deadline. In what regards the increasing aggressiveness of the authorities


Legal Opinion

in auditing taxpayers, since 2013 the Romanian tax authorities have become more driven on verifying and challenging the content of taxpayer’s transfer pricing (TP) files, an area not seldom taken into consideration by tax inspectors until now. As a consequence, such changes in the tax authorities approach towards the TP files of the taxpayers, resulting in imposed additional liabilities of hundreds of millions of euros, had a major impact not only on the taxpayers’ business, but also on their business models. Moreover, this also gave rise to a higher number of court disputes, with TP lawsuits quadrupling in the past years. Currently we are representing clients in transfer pricing disputes that value more than 100 million euros. For example, in 2016, the Romanian High Court of Cassation and Justice upheld a lower-level court decision cancelling 5.7 million lei ($ 1.4 million) TP adjustment imposed on a ArcelorMittal S.A. subsidiary in Romania (assisted by EY), ending a two year long dispute, thus being among the first ruling of transfer pricing at a supreme court level. Even if the value of the case refers to a small amount, the issuance of such a decision is - also in the Romanian legal system which does not rely on legal precedent as a mandatory provision - giving birth to favorable jurisprudence for the cases to come. As regards the transactions conducted between affiliated companies located in different states (i.e. Romania and another state) that were adjusted from a TP perspective by the Romanian tax authorities, the available remedies consist either in the national challenging proceedings, or the international proceedings (only) in case of double taxation. As far as the “classic” national challenging proceedings go, while the binding nature of the court decision issued is an important advantage, there are several disadvantages: unexperienced judges in dealing with tax matters and especially with TP issues, unexperienced court-appointed experts on TP matters (BIG 4 tax consultants are usually not authorized by the Ministry of Justice to be court-

appointed experts), high reliance of the judge on the conclusions presented by the court-appointed expert, long duration etc. In what regards the international proceedings, lately taxpayers revert also to the proceedings under the Double Taxation Treaty (the “DTT”) concluded between Romania and another state or those initiated under the EU Arbitration Convention (the “EUAC”). We underline that although the mutual agreement procedure provided under DTT and that under the EUAC are both international dispute resolution instruments with certain similarities, there are major differences between them. Hence, in case the taxpayer resorts to a mutual agreement procedure based on the DTT, there is no certainty that the double taxation will be avoided, as there are no means of constraining the two States to reach an agreement in this respect, and an arbitration procedure to be followed in case of disagreements is not stipulated under the treaty. Thus, it is recommendable that in such case when the taxpayer intends to follow an international dispute resolution instrument, to opt for the proceedings under the EUAC since they entail two phases – the mutual agreement procedure and the arbitration. The national (i.e. court claim) and the international proceedings (i.e. MAP) may be pursued in parallel, at least to a certain point. Specifically, if a national court will render a decision on the merits of the claim, MAP procedure will remain without object. At the same time, while the national proceedings will end with a final decision of the court – granting or rejecting the taxpayer’s claim (fully or partly), the international proceedings – once started, will ensure the elimination of double taxation (of course provided that such result is not hindered or precluded by the continuation of the national proceedings) and the decision reached is binding for the national courts of law and should be implemented as such by each of the States. Therefore, should the taxpayer decide to pursue the international proceedings, once they are opened/started, it should close the national proceedings. However, under the current legislation,

challenging the tax assessment does not imply also the suspension of its effects. Hence, in order to avoid immediate tax payment, the taxpayer could either obtain a court decision with that effect or provide the authorities with a payment guarantee (i.e. a letter of bank guarantee or an insurance policy). By Government Ordinance no. 30/2017 an important amendment was brought in what regards the submission of the letter of bank guarantee. Specifically, the legal provisions now stipulate that the enforcement is suspended/does not start if the taxpayer notifies the tax authority, after receiving the tax assessment decision, that it will submit a letter of bank guarantee. In this regard, the enforcement will continue/ will start in case the taxpayer does not submit the letter of bank guarantee within 45 days as of receiving the tax assessment decision. The new legal provisions are very useful as they decrease the pressure on the taxpayer – meaning that the taxpayer will not have to hurry with challenging the tax assessment decision (for which it has a 45 days deadline, however the liabilities’ due date being much shorter) in order to be able to submit the letter of bank guarantee (one of the pre-requisites for having the suspension effect being the submission of the tax challenge) but will simply notify the tax authority that it intends to submit a letter of bank guarantee and it will obtain the same effect on the enforcement as the submission of the letter of bank guarantee. Basically, the taxpayer now has an additional period of time (of maximum 45 days – depending on when the notice is submitted after the tax assessment decision is communicated to the taxpayer) during which it will not be enforced against and the liabilities will not be extinguished by the tax authorities with other payments that the taxpayer makes in this period – the only action required from the taxpayer in order to gain this “facility” is to submit the notice informing the authorities that it intends to submit a letter of bank guarantee. Emanuel Bancila Partner Radu si Asociatii | EY Law

This article is intended for general guidance only. It addresses the legal framework in place at the time of publication and does not reflect any changes in Romanian law or practice occurring after that date. This article is not intended to be a substitute for detailed research or the exercise of professional judgment. Radu si Asociații | EY Law accepts no responsibility for any loss occasioned to any person acting or refraining from action as a result of any information in this article. On any specific matter, reference should be made to the appropriate advisor.


Which Lawyer in Romania

assistance throughout the implementation of such plans. Advising Nokia, a leading worldwide mobile phone producer, with respect to disputing a customs tax decision, issued after reconsideration of the customs regime for specific items, as well as on related late payment interest. Also, assisted Nokia with its worldwide merger with Alcatel-Lucent, covering all tax and legal aspects of such restructuring in Romania. Specialist lawyers: Razvan Graure, Roxana Bujoreanu, Alina Man, Tania Hotca, Angela Mare, Roxana Bujoreanu, Dan Minoiu, Monia Dobrescu, Iulian Popescu, Oana Gradinariu-Deju, Bogdan Mihai, Vlad Cordea, Razvan Stoicescu.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Tax assistance and administrative challenge in relation to a comprehensive tax audit at the level of a leading sugar producer covering a period of five years and having an impact of approx. €21 million. Tax assistance in relation to the restructuring of a leading meat producer group. Complex customs assistance for a leading customs commissionaire during tax audit procedures. Comprehensive VAT assistance on the tax audit appeal and antifraud tax investigations in relation to a large arbitrage process for a leading mining company. Tax assistance in relation to the restructuring of a major group in the real estate industry, involving 37 companies. Specialist lawyers: Alina Timofti, Marius Ionescu, Adina Vizoli, Lucian Barbu, Silviu Badescu.

NOERR

Tax assistance for a leading European provider of transport-related services in the current tax audits, appeals, court actions with the tax authorities. Assisting the client in recovering VAT claims of €12 million from the Romanian tax authorities. Advising a leading European retail chain on tax issues from their market entry in Romania and further assistance on tax legislation matters related to their expansion and business activity.

Tax

Assistance for an international agricultural machinery manufacturer with respect to the set-up of its business in Romania, initially through a branch and afterwards through a limited liability company. Moreover, legal team is involved in optimizing from a tax point of view its Romanian activities and also is involved in the day-today tax consultancy including advice on tax effects in relation to profit tax, withholding tax, VAT and review of the transfer pricing file. Advice for PartnerFonds, a German investment fund, financing the growth of medium-sized companies on tax issues associated with the acquisition of Romanian assets and subsequent successful VAT refund of approx. €1 million. Advising Samsung Electronics on various tax issues in Romania. Specialist lawyer: Florin Gherghel.

POPOVICI NITU STOICA SI ASOCIATII

Assisting Dedeman on the attempted acquisition of AFI Business Park 1-5 office buildings from Africa Israel Investments. Assisting Allianz Global Investors in connection with a multiple-country project related to the discrimination of investment funds. Assisting Immofinanz in connection with the partial spin-off of IRIDE SA by transfer of one of its branches of activity, towards a newly set-up company, IRIDE B24 SA. Assisting SIVECO Romania on launching the Wand portal for virtual classrooms in UK and Belgium. Specialist lawyers: Mihaela Pohaci; Raluca Rusu, Alexandru Ambrozie.

RADU SI ASOCIATII | EY LAW

Assisting and representing Petrotel Lukoil SA, one of the largest refineries in Romania, in relation to the tax and procedural tax aspects of several complex tax audits and tax part of a dispute concerning alleged additional tax liabilities of $1.4 billion, the challenge and successfully suspension of the Romanian Tax Authorities decision to revoke the tax warehouse permit the challenge and successfully suspension of

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a tax decision issued by the Romanian Tax Authorities assessing additional tax liabilities, excise duties, in the amount of approx. €20 million. Assisting and representing a leading financial institution during the performance of a tax audit conducted by the Romanian authorities, finalized with a significant reduction of the taxable base, i.e. €30 million, to be adjusted by the tax auditors. Currently assisting the client with challenging the results of the tax audit, i.e., €140 million - taxable base, before the national authorities and courts of law and also with the international proceedings under the EU Arbitration Convention on the elimination of double taxation (90/463/EEC). The case is ongoing. Assisting and representing Bunge Romania in a dispute against the Romanian tax authorities that unlawfully assessed additional liabilities of approx. €17 million. The case is ongoing Assisting and representing Schaeffler Group, Romania and Germany, in various tax disputes by which the client challenges decisions of tax authorities that impose additional tax liabilities of approx. €13.3 million. Currently assisting Schaeffler Group with challenging the results of the tax audit before the national authorities and courts of law and also with the international proceedings under the EU Arbitration Convention on the elimination of double taxation (90/463/ EEC). The case is ongoing. Assisting and representing a company which activates in energy sector in a tax audit and disputes by which the client challenges a precautionary measure and the outcome of the tax audit that imposed additional tax liabilities of approx. €190 million. Currently assisting the client with challenging the results of the tax audit before the national authorities and courts of law and also with the international proceedings under the EU Arbitration Convention on the elimination of double taxation (90/463/ EEC). The case is ongoing. Specialist lawyers: Emanuel Bancila, Alex Slujitoru, Andrei Boian, Olimpia Farcas, Diana Chitea, Calin Stan, Ana Mihai, Cristiana Radulescu.

STOICA SI ASOCIATII

Assisting and representing a major Romanian steel producer, ArcelorMittal SA, before the Romanian courts with


Which Lawyer in Romania

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 the half the environmental tax for the coming years. Assisting and representing of an important non-alcoholic beverage producer, Tioss Commerce SRL, in a fiscal litigation derived from a fiscal control of some commercial operations that were deemed as unreal. Consequently, the imposed fiscal debt was assessed at approx. RON27 million – corporate tax, VAT and penalties. Representing and assisting a company, Cofely Ineo Group in a fiscal litigation with regards to the annulment of a seizing minutes amounting to RON7 million. Specialist lawyers: Valeriu Stoica, Rares Raducanu, Cristiana I Stoica, Catalina Dicu.

TUCA ZBARCEA & ASOCIATII

Ongoing tax assistance for a leading Czech energy utility company with investments worth several billions of euro in Romania on various tax related issues. Providing ongoing tax assistance and compliance for PokerStars in respect of the applicable tax legislation concerning both gambling organizers, as well as game participants in accordance with the newly adopted provisions allowing online gambling activities in Romania. Tax advisory services for a company acting in the field of green energy throughout the process of building and initial operation of a major wind-farm project. Providing tax advisory services to various IT&C industry specific issues. Providing ongoing fiscal and legal consultancy services to a hypermarket operator in relation to their activities on the retail market. Specialist lawyers: Alexandru Cristea, Ramona Chitu.

VOICU & FILIPESCU SCA

Assisted an American industrial service company and is one of the world’s largest oil field services companies

Tax

on the client’s intended market exit by closing down the company’s Romanian subsidiaries along with reorganization of the remaining 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. Providing tax consultancy to a real estate developer active in Romania, one of the most active retail park developers on the market, in connection with its business activity in Romania, including advice on the tax regime and available alternatives in the case of transferring the ownership rights over real estates, the payment of outstanding debts, the tax regime of loans etc. Day-to-day tax consultancy and accounting ser vices 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 20 09. 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. Providing legal and tax advice to an important regional financial institution in connection with its opening and operating a technology center in Romania, since market entry (2015) to the day. Relevant recent tax instructions cover implementation issued regarding to the state aid scheme attracted by the client upon its initial investment, advice on the tax impact of sponsorship etc. Day-to-day tax advice to a Germanbased producer of building materials and construction systems, well known for drywall gypsum boards under an ongoing continuous collaboration active ever since 2009, with recent services (delivered over the past year) covering: advice on tax implications of various operational issues, tax implications in connection with distribution matters and other types of commercial transactions. Specialist lawyers: Marta Popa, Alex Tabacu.

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WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

The law firm obtained one of the first landmark decisions where superior Romanian courts granted to Interoil SA, a member of the Dutch group Koninklijke Bunge BV, compensation for the recovery of the effective loss suffered by a corporate taxpayer through erroneous decisions of the Romanian tax authorities. Such court decisions will definitely contribute to the crystallization and unification of the case law relating to the conditions in which companies may obtain compensation from the Romanian state for tax unlawfully claimed by the Romanian fiscal authorities. The abovementioned case was initiated based upon another successful decisions obtained by the law firm for the client in two tax disputes with the Romanian state related to the recovery of VAT unlawfully claimed by the Romanian State and ancillary payments, corresponding interest. The client challenged two fiscal decisions referring to supplementary fiscal obligations pertaining to the value and sales of crude oil produced by the client, the claimant, and to an alleged unlawful deduction of discounts granted by the client to their business partners. Assisted GE International Wilmington Sucursala Romania regarding a claim for fiscal interest from the Romanian tax authorities. This claim was initiated following two complex fiscal litigation cases where the legal team successfully represented GE against the Romanian Customs Authority, RCA, for the restitution of undue customs duties. The case raised complex issues of interpretation of EU law and harmonisation of such law with the Romanian legislation. The final appeals in these cases have been heard by superior courts and ultimately by the High Court of Cassation and Justice ruling in favour of the client. The law firm provided legal assistance and representation of International Automotive Components Group regarding a challenge against two tax decisions issued by the Romanian tax authorities. Assisted and represented the client in relation to a request for suspension of enforcement of these tax decisions until the challenge is resolved. The suspension request was already granted by Craiova Court of Appeal and the ruling is now challenged by an appeal and will be resolved by the High Court of Cassation and Justice. Specialist lawyer: Ligia Cecilia Popescu. 


Lawyersâ&#x20AC;&#x2122; Profiles Albota Law Firm

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Biris Goran SPARL193 Bogaru, Braun Noviello & Asociatii

195

Cataniciu si Asociatii SCA195 Bohalteanu si Asociatii

196

Bondoc si Asociatii SCA

197

Budusan, Albu & Asociatii SPARL

198

Cee Attorneys Boanta, Gidei si Asociatii Law Firm

199

Clifford Chance Badea

200

Corina Popescu Law Office

202

D&B David si Baias SCA

203

Cumpanasu si Asociatii SCA

204

Dentons Europe - Todor si Asociatii SPARL

205

Dobrinescu Dobrev SCA

206

Gruia Dufaut Law Office

207

Hategan Attorneys

208

Ijdelea Mihailescu Attorneys&Advisors

209

Ionescu si Sava

210

Tmo Attorneys at Law (KPMG Legal)

211

Leroy si Asociatii

212

Maravela | Asociatii

213

Radu si Asociatii | Ey Law

214

Mitel & Asociatii SCA

215

Musat & Asociatii

216

Nestor Nestor Diculescu Kingston Petersen

219

Noerr223 Pachiu & Associates

225

Peli Filip SCA

226

Placintescu Riti Lucian

227

Peterka & Partners

228

Radulescu & Musoi Attorneys at Law

229

Popovici Nitu Stoica & Asociatii, Attorneys at Law

230

Reff si Asociatii SCA (member of Deloitte Legal)

232

RTPR Allen & Overy

233

Schoenherr si Asociatii SCA

235

Stoica & Asociatii

237

Stratulat Albulescu Attorneys at Law

239

Tuca Zbarcea & Asociatii

240

Voicu & Filipescu SCA

244

Zamfirescu Racoti & Partners Attorneys at Law

246

Wolf Theiss Rechtsanwaelte Gmbh & Co Kg SCA

248

Zabrautanu, Popescu & Associates SCA

250


ALBOTA LAW FIRM Address: 6-10 Stolnicului Street, 5th

Oana Albota, Partner

Floor, Ap. 15, 1st District, Bucharest, RO-011394, Romania Website: www.albota.ro Email: office@albota.ro Phone: +4021 222 53 22; +40 799 936 000 Contact person: Oana Albota; oana. albota@albota.ro; +40 733 551 015

Number of lawyers in the firm: 4 Number of local partners: 1 Most representative clients: Atenor Group, Green Gate Development, Conarg Group, K&S Electric, Power Point SA, Filkab, Octagon, Heitman, Shikun Binui, London & Partners, White Star Real Estate

Andreea Ciobanu,

Which Lawyer in Romania Law firms

Associate

Diana Cochilet, Associate

Bogdan Istov, Associate

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

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 15 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. She 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

Andreea joined Albota Law Firm in September 2014. Prior to this, Andreea worked for 4 years for a multinational corporate services provider. Andreea 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

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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. She has expertise in Real Estate, Town Planning and Constructions, Corporate & Commercial. Diana provides business oriented legal advices and assist foreign and local companies in the process of aquisition and sale of office and residential buildings, aquisition 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 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.


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: 8 Most representative clients: Procter & Gamble, Orange Romania, Nestle Romania, Publicis Groupe, Farmec SA, Oriflame, Unicredit, Wirom Gas, Soravia, Liebrecht and wooD

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Gabriel Biris, Partner

Gelu Goran, Partner

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 17 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

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 has a 14 years broad experience in all fields of the litigation practice, including arbitration under ICSID and ICC rules, especially regarding tax, competition and commercial matters. He is known for his innovative approach, especially in tax litigation files. Mihai joined Biris Goran in 2009 and was promoted to Head of the Litigation Practice in May 2012 and then in early 2014 to Partner.

Gabriel Biris,

Partner

Ana Fratian, Partner, Co-head of Corporate/M&A Practice

Ana joined Biris Goran in 2006 and has over 15 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 firmâ&#x20AC;&#x2122;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, Partner

Which Lawyer in Romania Law firms

Gabriel has over 20 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 countryâ&#x20AC;&#x2122;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

R aluca Nastase,

Partner

Ruxandra Jianu, Partner of Biris Goran Tax Consulting

Ruxandra is partner with Biris Goran Consulting, the tax consultancy firm of Biris Goran. With more than 18 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.

Mihai Nusca,

Partner

Ana Fratian, Partner

Ruxandra Jianu,

Partner

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Sorin Aungurenci, Partner

Sorin Aungurenci, Partner

Sorin is a veteran of Biris Goran and its real estate practice, having joined the firm at its inception in 2006, and early spring 2017 he was promoted to Partner. With over 10 years experience, Sorin is a specialist in all aspects of real estate law, with a particular emphasis on zoning and related regulatory matters and strong experience on construction law (including many FIDIC and other types of construction agreements under his belt), title investigations, and acquisitions.

Christian Mindru, Of Counsel Christian Mindru, Of

Which Lawyer in Romania Law firms

Counsel

Paula Dicu,

Head of Public Procurement Practice

Christian joined Biris Goran in 2007 and currently heads the firmâ&#x20AC;&#x2122;s Finance and Restructuring and co-heads the Corporate M&A practice. His skill set comprising experience, language capabilities and experience with international firms is unparalleled in Romania. Over the past 20 years, Christian provided strategic counsel in all aspects of local and cross-border M&A, including negotiated acquisitions, divestitures and joint ventures in various industries including banking & finance, IP/IT, energy, transportation, consumer goods, to name a few.

Paula Dicu, Head of Public Procurement Practice

Alina Andrei, Partner

Anca Zegrean, Head of the Employment and Labor department

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After completing her LL.M. studies in Vienna in 2014, Paula Dicu returned to Biris Goran to head the Public Procurement Practice. With over 14 years of legal practice, Paula has developed enviable expertise in the field of public procurement and concessions. She is able to advise across the entire lifetime of a project ranging from the assistance for the bid preparation and submission phase, conclusion and implementation of the public contract.

Alina Andrei, Transfer Pricing Partner

Alina 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 7 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.


BOGARU, BRAUN NOVIELLO & ASOCIATII Address: 6 Maior Gh. Sontu Street, 2nd Floor, 1st District, Bucharest, RO-011448, 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: 2 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Christian Bogaru, Managing Partner

Michaela Braun-Noviello, Partner Michaela is a successful graduate lawyer in Law of three Universities in Europe: Magna cum Laude in Vienna Faculty of Law, Bucharest, Romania and Heidelberg, Germany. She has an extended experience. She acquired a good experience in international banking and financial law as consultant for a major Austrian bank. Being really appreciated as legal consultant in this sector of law, she decided to continue as an independent consultant in banking and finance law, developing her own practice in Germany, Heidelberg and spreading her experience in other fields of law as corporate, M&A, Insurance. Michaela is acting as a European lawyer in Germany according to EuRAG (Law regulating the activity of European lawyers in Germany).

Christian Bogaru,

Managing Partner

Michaela Braun-Noviello,

Partner

Which Lawyer in Romania Law firms

Christian, 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 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.

CATANICIU SI ASOCIATII SCA 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

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 the 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.

R adu Cataniciu,

Managing Partner

Edith Cristina Cataniciu, Partner

Andrei Danciu,

Senior Associate

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BOHALTEANU SI ASOCIATII Address: 1-3 Magheru Boulevard, 5th

Ionut Bohalteanu, Managing Partner

Floor, 1st District, Bucharest, Romania Website: www.bsmp.ro Phone: +4031 102 79 61 Fax: +4031 100 01 40 Contact person: Oana Cristescu, PR Manager; oana.cristescu@bsmp.ro Number of lawyers in the firm: 19 Number of local partners: 3 Most representative clients: Banca Transilvania, Enel, Teraplast, Ing Bank, Erste Group Bank AG, Bayer AG, ColgatePalmolive, Novo Nordisk Farma, Pole To Win, Synevo

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Silvia Sandu,

Which Lawyer in Romania Law firms

Partner

Daniela Milculescu, Partner

Gabriela Mina, Managing Associate

Ionut Bohalteanu, Managing Partner - Mergers & Acquisitions/Privatization, Capital Markets & Securities, Energy, Taxation

Having a multifaceted understanding of transaction structures and mechanisms, given by his dual qualification as lawyer and an authorized tax advisor, Ionut built over the years an impressive expertise on various legal and tax matters related to a wide range of transactions in the field of Mergers & Acquisitions/Privatization, Capital Markets & Securities, Energy, as well as Taxation. Ionut graduated in 2004 both Bucharest Law School and Faculty of International Economic Relations of the Bucharest Academy of Economic Studies.

Silvia Sandu, Partner Pharmaceutical and Healthcare, Employment and Immigration, Privacy and Data Protection, Trade and Customs Conversant with the particularities of both EU and local legal framework and having an in-depth understanding of the local market, Silvia is particularly specialized in providing legal assistance in the Pharmaceutical and Healthcare area, Employment and Immigration legal matters, Privacy and Data Protection, as well as Trade and Customs area. Silvia graduated in 2004 Bucharest Law School.

196

Daniela Milculescu, Partner - Banking & Finance, Capital Markets & Securities, Mergers and Acquisitions, Real Estate, Competition

Daniela’s practice focuses on Banking & Finance, Capital Markets & Securities, Mergers & Acquisitions/Privatisations, Real Estate and Competition. She has represented clients in numerous high profile transactions, complex privatization processes and private takeovers of companies acting in various industries, project finance deals, as well as in a broad range of transactions involving acquisition of real estate and development of office buildings and green field projects. Daniela graduated the University of Bucharest Faculty of Law in 2003 and one year later she finishes Postgraduate Courses in Private Law at University of Bucharest.

Gabriela Mina, Managing Associate - Head of the Litigation Department, Restructuring & Insolvency

Gabriela has vast dispute resolution experience having previously run her own disputes boutique - “Gabriela Mina Law Office” - for a decade prior to joining BSMP Bohalteanu & Associates in May 2015. She qualified as a lawyer in 2004 after graduating Law Faculty of University of Bucharest in 2003. In 2004 she also obtained a Postgraduate Degree in Private Law.


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: Mihaela Bondoc, Partner

Number of lawyers in the firm: 40 Number of local partners: 6 Most representative clients:

Oltchim SA, Mid Europa Partners, Fondul Proprietatea, Bedminster Capital, Raiffeisen Bank International AG, Fresenius Group, Sanofi Romania SRL/Zentiva SA, EMAG/ Dante International, Merck Sharp & Dohme Romania, Engie Romania SA (former GDF Suez)

PARTNERS AND DEPARTMENT COORDINATORS PROFILES 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 broad experience in capital markets, life sciences, state aid, infrastructure, employment and compliance, financial restructuring and insolvency, as well as in software-related agreements, with a significant exposure to EU matters. Complementarily, he regularly advises leading international and local corporations, financial institutions and public entities on ethics-related matters and on dealing with public authorities, as well as on crisis management. Lucian has four university degrees and is fluent in Romanian, English and French.

Mihaela Bondoc, Partner

Mihaela is a Romanian-law qualified lawyer, member of the Romanian Bar and of the Bucharest Bar Association from 1999. Mihaela is co-head of the Real Estate Practice and head of the Employment practice. She also coordinates regularly complex corporate, commercial and M&A projects, with a focus on business optimization matters. She has a very extensive experience in dealing with complex legal issues and large investment projects in Romania, including an in-depth expertise in the real estate field, covering various matters related to financing, acquisition, construction, development, sale or lease of residential, office, warehouse and commercial projects.

Viorel is heading the Litigation and Arbitration practice. Viorel has over 20 years of practice in litigation and arbitration. He is one of the few Romanian litigators having benefitted from US legal training, and has a significant experience in corporate, commercial and civil disputes. Viorel holds an LLB from the University of Bucharest, Faculty of Law (1997), and an LL.M. from General Georgetown University Law Center, Washington, D.C. (2002), and is fluent in Romanian, English and French.

Lucian Bondoc,

Managing Partner

Monica Iancu, Partner

Monica has wealth of experience in the energy and natural resources field, having experience across the entire value chain, from generation to supply, transmission and distribution; she 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, privatisations and alliances, as well as on regulatory issues related to market operation.

Mihaela Bondoc,

Partner

Which Lawyer in Romania Law firms

Lucian Bondoc, Managing Partner

Nicolae Viorel Dinu, Partner

Nicolae Viorel Dinu, Partner

Serban Patriciu, Partner

Serban provides legal advice in complex legal matters in the corporate, M&A and energy fields. He has acquired an in-depth knowledge and expertise in the real estate field, advising developers, contractors, banks and institutional clients on various matters related to financing, acquisition, construction, development, sale or lease of residential, office, warehouse, commercial and infrastructure projects. Serban has been involved in major privatization projects in various industries. Serban holds an LLB from the University of Bucharest, Faculty of Law, Bucharest, Romania, 1998.

Monica Iancu,

Partner

Simona Petrisor, Partner

Simona is head of the Banking and Finance Practice. Simona is a Romanianlaw qualified lawyer with over 14 years of experience. She focuses her practice primarily on the areas of banking & finance, capital markets, insurance and M&A. Simona has extensive experience in acting for arrangers, borrowers and sponsors in a wide range of transactions, with an emphasis on corporate, real estate and project finance.

Serban Patriciu,

Partner

Simona Petrisor,

Partner

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

Ovidiu Budusan, Senior Partner

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

Number of lawyers in the firm: 10 Number of local partners: 5 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ovidiu Budusan, Senior Partner Gabriel Albu,

Which Lawyer in Romania Law firms

Managing Partner

Liana Iacob, Partner

Florentina Frumusanu, Partner

George Toniuc, Partner

198

Ovidiu is founding partner of Budusan, Albu & Asociatii, and his core services consist in the integrated management of business crime cases. The professional experience acquired as prosecutor-inchief 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. 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 against EU funding, but also corruption charges, cases of financial fraud, capital market criminality and 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: 10 Number of local partners: 3

Most representative clients:

Tibbett Logistics Group, Delamode Group, Olympian Parks Group, OMV Petrom, Emsa Capital, Cromwell Property Group (Valad Group), Extensa Group, Cora Romania, Simacek Group, Benefit Seven

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Radu is a Partner of CEE Attorneys office in Bucharest. He specializes particularly in corporate & commercial, M&A, financial services & capital markets, insurance & pensions, energy & mineral resources, pharma & healthcare, environmental protection, privatizations, international tax structuring and dispute resolution. Radu has an extensive practice of over 17 years in the business law field, gained in prestigious international and Romanian top law firms.

Sergiu Gidei, Partner

Sergiu is a Partner of CEE Attorneys office in Bucharest. He specializes particularly in corporate & commercial, M&A, IT & 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.

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.

R adu Boanta,

Partner

Simona Gheorghe, Managing Associate

Simona is a Managing Associate of CEE Attorneys office in Bucharest. She specializes particularly in dispute resolution and litigation, corporate & commercial, employment, financial services & capital markets, insurance & pensions, public procurement & PPP and consumer protection. Simona has over 9 years of experience, gained in top Romanian law firms.

Sergiu Gidei,

Partner

Which Lawyer in Romania Law firms

Radu Boanta, Partner

Nicolae Ursu, Partner

Nicolae Ursu,

Partner

Simona Gheorghe,

Managing Associate

199


CLIFFORD CHANCE BADEA Address: 28-30 Academiei Street,

Daniel Badea, Managing Partner

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: 42 Number of local partners: 3

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Nadia Badea,

Which Lawyer in Romania Law firms

Partner

M adalina R achieru, Partner

Simona Neagu, Counsel

Andreea Sisman, Counsel

200

Daniel Badea, Managing Partner - Banking & Finance, Capital Markets, Energy & Natural Resources, Project Finance/ PPP, White Collar Crime, Restructuring & Insolvency Daniel has 20 years of legal practice in the international legal environment, including City of London. Daniel has focused primarily on Finance law (Banking, Project Finance, Capital Markets, Restructuring, and Bonds issues), corporate law, as well as Infrastructure and Energy transactions. He also has significant expertise in covering legal issues related to litigation and alternative dispute resolution, crisis management, white collar crime, fraud investigations, regulatory investigations, restructuring & insolvency.

Nadia Badea, Partner Corporate, M&A, Private Equity, Real Estate, Employment, Competition, Energy & Natural Resources, Healthcare & Pharma Nadia heads the Corporate/M&A and Real Estate practice and has been practicing business law for more than 20 years in the international environment, both in Bucharest and the City of London. She has advised large private equity funds, investment banks, global developers and corporations in a number of high-profile strategic projects - complex M&A transactions (mergers, acquisitions, divestitures, carve-outs, joint ventures), infrastructure and development projects.

Madalina Rachieru, Partner - Capital Markets, Banking & Finance, Insurance

Madalina heads the Capital Markets practice. She specializes in Capital Markets local and international transactions, as well in Banking and Finance. Over the years, she has advised financial institutions, investment banks, local and global companies. Her expertise includes all aspects related to initial public offerings (IPOs), secondary public offerings (SPOs), domestic bond issues, corporate and sovereign Eurobonds issues, EMTN programmes, GDRs issues, and receivables securitisations, being involved in almost all major Capital Markets transactions of the last ten years in Romania.

Simona Neagu, Counsel - Litigation & Dispute Resolution, Insolvency

Simona heads the Litigation & Dispute Resolution practice. Her expertise covers 22 years in civil, commercial and corporate law, enforcement proceedings, insolvency procedure, regulatory litigation in several fields, including 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 a wide range of legal issues in court and before arbitration tribunals. Simona graduated the National Institute of Magistracy and completed her LL.M with the Babes Bolyai University Law School in Cluj-Napoca (Romania). She acted as judge for 4 years.

Andreea Sisman, Counsel Banking, Project Finance/ PPP, Real Estate Finance, Healthcare & Pharma

Andreea, Counsel within the Banking & Finance practice at Clifford Chance Badea, has 17 years of extensive legal practice in advising international clients. She has been involved in both domestic and international large transactions, advising major clients from various sectors, including banks, infrastructure and energy sector, real estate sector etc. Andreeaâ&#x20AC;&#x2122;s 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.


Vlad Peligrad, Counsel Litigation & Dispute Resolution, Restructuring & Insolvency, Project Finance/PPP

Vlad has 16 years of legal practice. He is an arbitrator at the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania and has vast experience and knowledge on litigation & arbitration, insolvency procedures, fraud investigations and crisis management. Vlad also has vast transactional experience in project finance, infrastructure and concessions/ PPP projects as well as in bank lending and real estate finance transactions, accumulated both in Bucharest and New York.

Cosmin has many years of experience with all types of finance, equity and debt capital markets transactions. He has been actively involved in a large number of local and cross-border transactions acting for large investment banks IFIs, private equity funds and international companies. His expertise covers all aspects of syndicated and bilateral finance, bank guarantees and Letters of Credit based 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 programmes and derivative transactions.

Loredana has more than 19 years of experience as senior lawyer, counsel and partner in international law firms, specialising in corporate law and commercial law. She has extensive experience on local and cross-border M&A transactions, having coordinated and provided legal consultancy to multinational and Romanian clients from various industry sectors on all legal aspects related to mergers and acquisitions. She has also developed specialised expertise in a wide range of employment matters, such as individual and collective labour contracts, labour force restructurings and individual and collective dismissals.

Vlad Peligrad, Counsel

Cosmin Anghel, Counsel

Mihai Macelaru, Counsel Corporate M&A, Real Estate

Mihai joined Clifford Chance Badea in 2017. He has more than 13 years of experience with top law firms, including a partner position in an international law firm, specializing in complex merger and acquisition deals, joint-ventures and privatizations on the capital markets. Over the years, he has been involved, among others, in some of the most important deals in Romania, in areas such as real estate, telecommunications, medical services, food, retail, and the auto parts industries.

Which Lawyer in Romania Law firms

Cosmin Anghel, Counsel - Banking & Finance, Capital Markets

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

Loredana R alea,

Counsel

Mihai M acelaru,

Counsel

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

Corina Popescu, Founder

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; +40 722 684 586 Number of lawyers in the firm: 8 Number of local partners: 1

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Corina Popescu, Founder

Claudia Apostol,

Which Lawyer in Romania Law firms

Associate

M adalina Cioran, 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 is a member of the Bucharest Bar Association (2000) and of the Paris Bar Association (2013).

Claudia Apostol, Associate

Adelina Petcu, 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).

Madalina Cioran, Associate Alexandra Popoiu, Associate

Simona Boros, Associate

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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).

Alexandra Popoiu, Associate

Alexandra joined our team in 2015 as a newly definitive lawyer, but her professionalism proved her to be a very mature one. She is specialized in business and corporate law and is currently involved in complex cases of merger and acquisition, shareholders’ litigation and contractual liability. She holds a LLM from Lucian Blaga University of Sibiu - Faculty of Law (2012) and a LLB from Lucian Blaga University of Sibiu - Faculty of Law (2011).

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).


D&B DAVID SI BAIAS SCA Address: 301-311 Barbu Vacarescu

Street, Lakeview Building, 7th floor, 2nd District, Bucharest, RO-020276, Romania Website: www.david-baias.ro Email: office.mail@david-baias.ro Phone: +4021 225 37 70 Fax: +4021 225 37 71 Contact person: Teodora Voinea; teodora.voinea@david-baias.ro

Number of lawyers in the firm: 40 Number of local partners: 4 Most representative clients: OMV Petrom, Orange, ENI, Lukoil, UPC, CRH Group, KMG Rompetrol, BRD Groupe Societe Generale, Electrica, Energobit

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Corporate M&A Sorin David, Managing Partner

Anda Rojanschi, Partner

Coordinating Corporate M&A practice. Experienced in negotiation, structuring of corporate and real estate deals; coordinated legal due diligence; advised and assisted clients during negotiations. Strong expertise in corporate law; coordinated restructuring projects, establishment of companies, structuring of partnerships, drafting of management contracts.

Banking & Finance Sorin David, Managing Partner

Areas of expertise: banking, non-banking market, financing, securities, insurance, financial institutions, corporate governance, consumer protection. Sorin was involved in various due diligence projects and financial services market transactions.

Energy, natural resources and environmental law Sorin David, Managing Partner

Anda has advised clients on the structuring of complex transactions, coordinating the legal due diligence work and assisting clients during negotiations. She is experienced in dealing with corporate law matters and in environmental law regulations. Anda has developed specialised knowledge in respect to regulation in the energy, oil and gas sectors, as well as in respect of environmental legislation.

Sorin David,

Managing Partner

Real estate & constructions Sorin David, Managing Partner Sorin has expertise in real estate and construction that covers all the aspects of the industrial, commercial and residential projects, ranging from negotiation, in-depth legal analysis of title, structuring of transaction, closing and post-closing implementation.

Anda Rojanschi, Partner

Which Lawyer in Romania Law firms

Specialized in M&A, antitrust, real estate, Sorin achieved great deal of expertise in corporate and commercial law, competition law, consumer protection. He advised clients during complex transactions, being involved in several major acquisitions and business restructuring assignments in Romania.

Anda Rojanschi, Partner

Anda Rojanschi, Partner

And has experience in negotiation and structuring of complex corporate and real estate deals, coordinating legal due diligence work, advising and assisting clients during negotiations and on all transaction-related matters, up to a successful closing.

Manuela Guia,

Partner

Competition/Antitrust Sorin David, Managing Partner

He has extensive experience with state aid and great deal of expertise in competition field that covers all the aspects of the commercial projects, ranging from negotiation, in-depth legal analysis of title, structuring of transaction, closing and post-closing implementation. Reputable competition professor.

Manuela Guia, Partner

Coordinating Competition team. Fullscale assistance during some major Romanian competition investigations (price fixing / market, client sharing cartels, dominance abuses, anticompetitive vertical arrangements); cancellation / mitigation of some of the largest competition fines; merger filings; mock dawn raids; risk assessments, strategies.

Sorin has advised a significant number of clients acting in oil & gas, transportation, energy, utilities. He has been involved in many projects providing legal advice to clients on various matters, working closely with the Romanian and European authorities involved in issuing regulations in the sector.

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Litigation and dispute resolution Dan Dascalu, Partner

Dan Dascalu, Partner

Coordinating Litigation practice. Member of the Bucharest Bar since 1997, Dan has experience in civil and commercial law, as well as in administrative and procedural matters. His expertise in the fields of tax, labour and commercial legislation is extensive.

Public procurement Manuela Guia, Partner

Combining Romanian and European legal knowledge, she specialises in competition, state aid, public procurement and commercial law, advising multinational and local clients in the telecom, automotive, retail and pharma industries. Manuela has participated in the drafting of the new Public Procurement Law, as well as on certain state aid related legislation.

CUMPANASU SI ASOCIATII SCA

Which Lawyer in Romania Law firms

Address: 15 Mantuleasa Street,

Lucian Cumpanasu, Managing Partner

2nd District, Bucharest, RO-023961, Romania Website: www.cpartners.ro Email: office@cpartners.ro Phone: +4031 437 83 55/6/7 Fax: +4031 437 83 59 Contact person: Bogdan Barligea, bogdan.barligea@cpartners.ro

Number of lawyers in the firm: 11 Number of local partners: 3 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Alina Movileanu, Partner

R adu Cosma, Partner

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Lucian Cumpanasu, Managing Partner

Firm’s founder and Managing Partner, Lucian is known for his deep understanding of the corporate world and extended know-how which resulted in a stainless business card. He has been active for almost 16 years, having advised and assisted in a wide array of legal matters top foreign and domestic companies, financial and banking institutions, investment funds or public entities and also having previously headed the Bucharest office of an international law firm. Lucian is renowned for coordinating complex energy deals and transactions, from solar, wind, biomass and hydro projects to energy sale and trade, his constant ventures in the field being acknowledged by both major legal publications and peers. Concurrently, Lucian is an insolvency practitioner, also holding an extensive expertise in Real Estate, M&A and Public Procurement projects, overseeing, along with his fellow partners, the successful implementation of the related strategies.

Alina Movileanu, Partner

Coordinating the firm’s Corporate M&A practice, Alina has handled all matters of transactions and intragroup operations, from the due diligence exercise and pre-contractual negotiations throughout signing of the transaction documentation into the related registration procedures. Alina is also qualified in the public procurement field, including European funded projects, her expertise encompassing drafting, review or amendment of complex public bid documentation, as well as organizing the necessary documentation for candidates in public procurement proceedings and addressing sophisticated aspects raised by on-going contracts or procedures.

Radu Cosma, Partner

Radu is head of the firm’s Dispute Resolution practice, having handled litigation in most various areas and having represented countless international and local corporate clients, as well as numerous public companies and institutions. He has an outstanding success rate in front of courts, in both civil and commercial litigations, as well in administrative and taxation matters, his expertise spanning from contractual or commercial disputes, business sale or acquisition related files and real estate litigation to administrative challenges and taxation disputes.


DENTONS EUROPE - TODOR SI ASOCIATII SPARL Address: 28-C General C. Budisteanu

Street, 1st District, Bucharest, RO010775, Romania Website: www.dentons.com Phone: +4021 312 49 50 Fax: +4021 312 49 51 Contact person: Mihaela Stefan, Marketing Manager; mihaela.stefan@ dentons.com; +4021 312 49 50

Number of lawyers in the firm: 27 Number of local partners: 7 Most representative clients: CEFC

China Energy Company Ltd, METRO, Sony, P3, JLG Manufacturing Central Europe, Franklin Templeton Investments, Banca Comerciala Romana, GlaxoSmithKline, Dr. Reddys, OMV Petrom

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Anda Todor, Managing Partner

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

Claudiu MunteanuJipescu, Partner

Claudiu heads the Bucharest Energy Group and specializes in conventional and renewable energy, public procurement, PPP, infrastructure and concessions, including dealing with public authorities, having been involved in landmarks projects. Post graduate diplomas from the Institut de Droit des Affaires N. Titulescu – H. Capitant and from the Paris I Pantheon-Sorbonne University.

Perry heads the Bucharest Banking & Finance group and is a core member of the Real Estate practice. His experience spans syndicated loans, receivables securitizations, senior and subordinated debt, recapitalizations and acquisition finance. Member of the New York and Bucharest Bars, the Czech Chamber of Advocates. J.D. from Columbia University Law School; A.B. from Georgetown University.

Anda Todor, Managing Partner

Tiberiu Csaki, Partner

Tiberiu heads the Bucharest Litigation and Arbitration, Employment and Restructuring and Insolvency practices. He concentrates his long standing practice on international arbitration, commercial litigations and insolvency. Tiberiu is known for his extensive knowledge of employment matters and is highly experienced in labor related litigations.

Cristina Daianu,

Partner

Which Lawyer in Romania Law firms

Anda heads the Bucharest Corporate and M&A Group. She specializes in Banking & Finance, private equity and capital markets. Anda speaks frequently on corporate governance, anti-corruption and business ethics and is recognized by prestigious independent legal directories. Anda is Vice-President of the AmCham Board and Chair of AmCham’s Corporate Governance and Healthcare Committees.

Perry V. Zizzi, Partner

Raul Mihu, Partner

Raul heads the Bucharest Competition practice. His expertise includes assessing and reforming business practices and franchise systems, assisting in investigations by competition regulators and devising novel approaches to clients’ needs. In recognition of his activity, he won the prestigious “Client Choice Award” in Competition from International Law Office.

Claudiu MunteanuJipescu, Partner

Bogdan Papandopol, Partner

Bogdan is head of the Bucharest Real Estate group. His expertise includes acquisition, development, due diligence, property management, leases and construction agreements. Bogdan is an experienced litigator, having dealt with various types of disputes, insolvency, restructuring, arbitration and is one of the experts on the Romanian markets in the field of restitution of properties.

Perry V. Zizzi,

Partner

Tiberiu Csaki,

Partner

Bogdan Papandopol,

Partner

R aul Mihu,

Partner

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DOBRINESCU DOBREV SCA Address: 7 Intrarea Roma, 1st

Luisiana Dobrinescu, Partner

Ionut Dobrinescu, Partner

District, Bucharest, RO-011772, Romania Website: www.dobrinescudobrev.ro Email: inquiry@dobrinescudobrev.ro Phone: +40 723 000 497 Fax: +4031 816 73 14 Contact person: Luisiana Dobrinescu; luisiana@dobrinescudobrev.ro; +40 723 000 497 Number of lawyers in the firm: 10 Number of local partners: 3 Most representative clients: AD Auto Total, Astaldi SpA (Italy), Vivre Deco SRL, Cessco Vat Reclaim (Prague), Holzindustrie Schweighofer, Bitdefender SRL, City Point, Grafitty BBDO, UPFR, Bucuresti Turism (Radisson Blu)

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Luisiana Dobrinescu, Partner

Dumitru Dobrev, Partner

Andrada Ples,

Manager of the Tax Consultancy Department

Luisiana 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. With a 16-year experience in tax law, Luisiana is highly specialized in value added tax (VAT) and fiscal procedure. Luisiana was involved in three finalised court cases judged by the European Court of Justice and also, in two infringement procedures against Romania, all of them regarding VAT issues. Other cases in front of the European Court of Justice are pending. Luisiana is a frequent speaker within the most significant tax conferences and workshops, and has authored numerous online press articles.

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. Together with Luisiana, he was involved in major fiscal files which created precedent and determined changes of the fiscal legislation. Ionut is also the author of numerous articles related to fiscal litigation.

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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. He is specialized in intellectual and industrial property, being IP counselor since 2006 and more recently a member of the Managing Board of the Romanian National Chamber of Industrial Property Counsels, as chairman of the legislative commission (2013-2015 and 2017-2019). His predilect practice area is property restitution litigation, environment law and city planning, entrepreneurial litigation related to building contracts, as well as the insolvency matters. Dumitru acted as expert witness on matters regarding the Romanian insolvency law in the ICSID case no. ARB/14/28 and obtained in 2014 a PhD degree from The Legal Research Institute of the Romanian Academy.

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 Andrada is a member of the Romanian Chamber of Fiscal Consultants. She has a 9-year experience in the field of tax consultancy with Deloitte Romania, Biris Goran, Bulboaca and Associates and us. Her areas of expertise include direct taxation and international restructuring, with a special accent on taxation of individuals.


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&Communication; bucarest@ gruiadufaut.com

Number of lawyers in the firm: 12 Number of local partners: 3 Most representative clients: Lagardere Active, Colas, Valorem, Arc International, Veolia, Total, Soufflet

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Dana Gruia Dufaut, Managing Partner and Founder

Dana Gruia Dufaut,

Managing Partner and Founder

Cristina Bojica, Partner

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, commercial, administrative and tax proceedings. 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).

Loredana Van de Waart,

Partner

Which Lawyer in Romania Law firms

Dana, member of the Paris and Bucharest Bar Associations, has been active on the Romanian market since 1991. For the last 25 years, she has been assisting many foreign companies in privatization operations in Romania, corporate and asset transactions, jointventure transactions, PPPs, Greenfield investments etc., demonstrating extensive experience in the legal practice of commercial and corporate law. 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.

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 Bojica,

Partner

Loredana Van de Waart, Partner

Loredana has 17 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

207


HATEGAN ATTORNEYS Address: 11 Ady Endre Street,

Ioana Hategan, Managing Partner

Timisoara, Romania Website: www.hategan.ro Email: office@hategan.ro Phone: +40256 430 454 Contact person: Ioana Hategan, Managing Partner

Number of lawyers in the firm: 14 Number of local partners: 4 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ioana Hategan, Managing Partner - Corporate and M&A, International Transactions, Corporate Restructuring Andreea Iancu,

Which Lawyer in Romania Law firms

Partner

Alina Iozsa, Partner

Alexandra Jivan, Partner

208

Ioana is Managing Partner and founder of Hategan Attorneys. She has been involved in a wide range of M&A, corporate and commercial transactions, representing multinational clients in highly complex projects. Her business understanding, in-depth legal knowledge, ability to coordinate qualified legal teams proved highlydesirable for a coherent implementation and integration of solutions to market specificities.

Andreea Iancu, Partner - Labour, Energy and natural resources, IMM, Information Technology

Andreeaâ&#x20AC;&#x2122;s experience draws on her involvement in a wide array of complex projects assisting multinational companies in the implementation process of the labour regulations and practices. In the Energy field she coordinated teams of lawyers in the development procedures of a high number of renewable energy projects, providing client-oriented legal solutions based on a broad technical and legal knowledge.

Alina Iozsa, Partner - Real Estate, Constructions and PPP, Insolvency, Compliance and Business Ethics

Alina has advised a wide range of complex real estate projects and provided, assisted by the assigned team of lawyers, innovative solutions for implementing the clientsâ&#x20AC;&#x2122; business plan and the envisaged structure concerning the real estate component. Moreover, Alina has successfully advised projects in the industrial, public procurement, construction, agricultural, residential and energy sector, being a recognized real estate specialist on the real estate market in the Western part of Romania.

Alexandra Jivan, Partner - M&A and Corporate, International Transactions, Tax, Data Protection

For the last seven years, Alexandra has been involved in many complex M&A, corporate and commercial transactions which required finding and implementing customized innovative strategies. Given her studies in economics, she has in-depth fiscal knowledge which came in handy when she successfully advised multinational companies and represented their interests through the administrative tax procedures, as well as before the court, creating a success rate of over 90% for the tax department. Alexandra is highly experienced in the compliance and data protection field, offering specialized and highly professional legal support to leading international companies.


IJDELEA MIHAILESCU ATTORNEYS&ADVISORS Address: 4A Maresal Prezan

Boulevard, Park Avenue Offices, 1st District, Bucharest, RO-011424, Romania Website: www.ijdelea.ro Email: office@ijdelea.ro Phone: +4021 317 50 20 Fax: +4021 311 82 07 Contact person: Elena Macovei

Number of lawyers in the firm: 7 Number of local partners: 2 Most representative clients: Black Sea Oil & Gas (member of Carlyle Group) Petro Ventures, Stratum Energy, Zeta Petroleum, Velikov I Co, Betta Oceanway, Camusat, Celis Group, Agreen Invest

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Oana-Alexandra Ijdelea, Partner

Anca developed her expertise in a wide range of projects, advising international corporations, private equity funds as well as public institutions. In particular, she managed numerous cross-border M&A deals, some of the most important and ground-breaking energy projects implemented in Romania in the last years, joint ventures and minority investments, restructuring and reorganization projects as well as various complex real estate/construction deals. Anca has been actively involved in the process of drafting legislative acts and amending various legislative proposals, focusing on the energy and natural resources field, and she has developed an expertise in ICSID disputes, especially those related to changes of fiscal legislation.

OanaAlexandra Ijdelea, Partner

Anca M aria Mihailescu, Partner

Emilian Ijdelea, Counsellor

With over 40 years of experience in the oil and gas industry and 25 years in inward investment promotion, Emilian is one of the most reputed advisers in the oil and gas industry in Romania. He contributed to â&#x20AC;&#x153;success storiesâ&#x20AC;? by securing the decisions of reputed firms and organizations to invest in Romania and drafted, together with other specialists, the first pertinent legislation on foreign investment, investment in petroleum exploration and production, and private sector development in Romania. He was also involved in the promotion of significant amendments to the initial draft of the Petroleum Law prepared by the Romanian Government, in order to bring such new law in line with the international practice. Emilian is the drafter of Model Petroleum Exploration and Production Sharing Agreement in Romania, many portions of which are still used today by the National Agency for Mineral Resources. Emilian acts as counselor for our law firm in the fields of: energy, oil and gas, public procurement, concessions, M&A, corporate and commercial law.

Which Lawyer in Romania Law firms

Oana has over 12 years of experience in the field of energy and natural resources, real estate transactions, corporate and environmental law. In particular, Oana is recognized as highly knowledgeable in project development, covering the entire related range of legal matters from securing of relevant real estate rights throughout construction and operation. She is known for handling some of the most challenging and complex regulatory and compliance oil & gas projects carried out in the last 6 years in Romania. Due to her extensive knowledge and the excellent understanding of petroleum industry, she leads on regular basis the permitting procedures for exploration, development and production activities in the oil and gas industry. In recent years Oana has continuously been involved in implementing new legal provisions and in amending existing legislation relevant for the energy and natural resources sector.

Anca Maria Mihailescu, Partner

Emilian Ijdelea,

Counsellor

Aneta Banu,

Senior Associate

Aneta Banu, Senior Associate

Aneta is a highly skilled lawyer with a solid background in commercial and M&A transactions. Her practice also include employment and restructuring and insolvency. Aneta has assisted clients on various corporate matters, spin-offs and mergers, transfer and takeover of business, transfer of assets, disciplinary dismissals and related dispute resolution.

209


IONESCU SI SAVA

R adu Claudiu Ionescu, Managing Partner

George Albert Ionescu, Senior Partner

Address: 24 Paleologu Street, 3rd

Alina Nica, Partner

Number of lawyers in the firm: 14 Number of local partners: 5 Most representative clients:

Otilia Sava, Founding Partner

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

Mercedes-Benz Romania SRL, MercedesBenz Leasing Ifn SA, Tarom - Romanian Air Transports, Grupo Lar, Resolute Lar Romania, Eec Invest Imobiliare, Star Assembly Srl, Angelini Pharmaceuticals Romania SRL, Novartis Pharma Services Romania SRL, Torrent Pharma

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Radu Claudiu Ionescu, Managing Partner

Alina Neagu, Partner

Radu is the managing partner of Ionescu si Sava and co-ordinates our corporate and commercial advisory practice. A law-school and business school graduate, Radu specializes in M&A, competition, banking, finance and tax law.

George Albert Ionescu, Senior Partner

Albert is a senior 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.

Alina Nica, Partner

Otilia Sava,

Founding Partner

210

Alina Neagu, Partner

Alina is a key member of our litigation practice, she has successfully represented corporate clients in complex collective bargaining, as well as in other negotiations with unions and employee representatives.

Alina is part of our litigation and arbitration team and has acquired valuable experience in labour and commercial litigation, she has advised lengthy cases related to construction law, real-estate disputes, employment disputes. 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. She has represented a significant number of high-profile private clients in family disputes, and in media-related defamation cases. Otilia joined the Bucharest Bar in 1998 and is fluent in English.


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: Laura Toncescu, Managing Partner; ltoncescu@kpmglegal. ro; +40 742 280 069, Hamutal Gillo‑Safran, Business Development Manager; hgillosafran@kpmg.com; +40 735 243 370 Number of lawyers in the firm: 28 Number of local partners: 3 Most representative clients: EOS Group, Intrum Justitia AB, Porsche Finance Group, ProCredit Holding AG & Co. KGaA, Iveco, Provident Financial Romania IFN SA, Unicredit Bank (for 2016), Orange Money (2016), Industrie Ilpea, Sogefi Group

Laura Toncescu, Managing Partner - Financial Services, Banking and Finance, Corporate and M&A

A well-known expert, with 19 years’ experience from which more than ten in the FS sector, a trusted advisor of top management in banking and financial institutions, a seasoned negotiator and the architect of numerous complex transactions, Mrs. Toncescu is well recognized as an influencer and a thought leader in her field.

Nicoleta Mihai, Managing Partner - Litigation, Insolvency

Mrs. Mihai has 15 years’ experience and is well known as a leading civil litigator. Mrs. Mihai has successfully assisted clients in numerous complex claims and has gained a reputation for expert legal knowledge as well as strong business and strategic insight. She is the trusted advisor of several leading international and local companies in managing their disputes, providing high quality advice and in-depth involvement in each case. Mrs. Mihai is also a certified insolvency practitioner and specializes in several industries including financial services, retail, real estate and construction and energy.

Mr. Olteanu’s expertise in financial services law is built on his 15 years’ experience in this field. As well as having an extensive knowledge of the industry, Mr. Olteanu also closely follows new developments in the field. Mr. Olteanu’s clients benefit from his keen understanding of EU and local legislation as well as his pragmatic approach towards providing legal solutions for their operational and business needs.

Alexandru Stanoiu, Managing Associate Litigation, Competition

Mr. Stanoiu has practiced law for 15 years. He coordinates the litigation team and supervises all litigation cases, ensuring a high quality of service to clients. Mr. Stanoiu has worked on numerous high profile litigation cases, contributing his extensive expertise to forming the client’s strategy as well representing clients in their relations with the judicial authorities at all levels. Mr. Stanoiu specializes in fiscal law and the financial services sector as well as in competition law, in which he obtained an MA from King’s College, London.

L aura Toncescu,

Managing Partner

Nicoleta Mihai,

Managing Partner

Which Lawyer in Romania Law firms

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Sebastian Olteanu, Managing Partner - Financial Services, Banking and Finance

Sebastian Olteanu,

Managing Partner

Victor Iancu, Senior Manager Public Procurement, EU Funds

Mr. Iancu is a senior procurement and project finance professional with relevant experience gained both at national as well as international level. He serves as advisor of choice for many foreign investors active on the Romanian market in industries such as oil & gas, automotive, infrastructure and utilities. Mr. Iancu has extensive experience assisting public sector entities, such as central and regional administration bodies, state companies, or public utilities companies.

Alexandru Stanoiu,

Managing Associate

Victor Iancu,

Senior Manager

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LEROY SI ASOCIATII Address: 10-12 Maior Gh. Sontu

Bruno Leroy, Partner

Street, 1st District, Bucharest, RO011448, Romania Website: www.leroylaw.ro Email: office@leroylaw.ro Phone: +4021 223 03 10 Contact person: Cristina Pruna, Marketing Specialist; cristina.pruna@ leroylaw.ro

Number of lawyers in the firm: 20 Number of local partners: 4 Most representative clients: Lactalis, International Finance Corporation (IFC), International Swaps and Derivatives Association (ISDA), Expert Petroleum, Groupama Asigurari, Engie, LVMH, Vinci Energies, BNP Paribas

Andreea Toma, Partner

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Bruno Leroy, Partner

Eleonora Udroiu, Partner

Cristina Togan, Partner

212

Bruno has been working in Romania for almost twenty years, heading the Bucharest office of the international firm Gide. This office became an independent law firm in 2014, having Bruno at the helm as Managing Partner. Bruno advised on headline M&A transactions on the Romanian market and on sensitive EU and competition matters. Assisted several European groups on M&A projects, including the privatization of state-owned companies, capital market transactions and corporate restructurings.

Andreea Toma, Partner

Andreea has over 16 years of experience in banking & finance, projects & infrastructure and mergers & acquisitions. She has advised on a wide range of financing transactions, including corporate lending, acquisition finance, real estate finance and project finance. She has advised IFIs, commercial banks and financial institutions on both debt and equity deals in Romania.

Eleonora Udroiu, Partner

Eleonora has over eleven years of experience in competition and commercial law. She has been involved in the preparation of several merger notifications to the Romanian Competition Council in relation to transactions in various sectors. She assisted major international companies on a wide range of antitrust matters (horizontal agreements, vertical agreements, abuses of dominant position). Eleonora assists clients with drafting or reviewing various types of commercial contracts (cooperation, distribution, franchise).

Cristina Togan, Partner

Cristina has over 15 years of experience, specializing in banking & finance, real estate, projects & infrastructure. She has advised IFIs, commercial banks and financial institutions on various types of financing transactions and on regulatory issues. She also specializes in derivatives and related insolvency issues, being primary contact in Romania for the International Swaps and Derivatives Association.


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: Alina Popescu, Managing Partner; alina.popescu@ maravela.ro; +4021 310 17 17

Number of lawyers in the firm: 22 Number of local partners: 8 Most representative clients: The Romanian Central State Assets Management Authority, Alphatron Marine, Astra Holding, BBraun Avitum, Chimcomplex, CTE Trailers, Eberspaecher Group, Monsanto, The Romanian Association of Online Stores (ARMO), World Bank

Gelu Titus Maravela, Founding & Managing Partner

Areas of specialty: M&A, Capital Markets, Energy & Natural Resources, Pharmaceuticals & Healthcare. Professional distinctions: Repeatedly ranked and recommended by Chambers & Partners, The Legal 500, Best Lawyers International. Education: LL.M, Warwick University, UK, High Institute for Magistrates, Bucharest, LL.B, Bucharest University Law School.

Alina Popescu, Founding & Managing Partner

Areas of specialty: Corporate, Commercial, Competition, Data Privacy, Regulatory & Compliance, Arbitration. Professional distinctions: Repeatedly ranked and recommended by The Legal 500, Best Lawyers International. Education: LL.M in European Union Law, Montesquieu Bordeaux IV University, LL.B, Bucharest University Law School.

Ioan Roman, Partner and Head of Dispute Resolution department Areas of specialty: Commercial litigation (including high profile bankruptcy proceedings, administrative disputes, employment disputes, enforcement procedures and litigation matters related to public procurement), White collar crime, Arbitration. Professional distinctions: Recommended lawyer by The Legal 500. Education: LL.B, Bucharest University Law School.

Areas of specialty: Restructuring & Insolvency, Banking & finance, Real Estate & Construction, Dispute Resolution. Education: Post-graduate degree in Tax Law, Institute for Austrian and International Tax Law, WU Vienna University of Economics and Business; Post-graduate degree in User Rights and Market Regulations, Udine University, Italy; LL.M in Business Law, West University of Timisoara Law School; LL.B, West University of Timisoara Law School.

Dana Radulescu, Partner

Background: former Partner with leading Romanian Law firms, member of the Romanian Mediation Council and of the Romanian Insolvency and Bankruptcy Practitioners Association. Areas of specialty: Corporate Financing, Capital Markets, Public Procurement, Regulatory & Compliance, Restructuring. Education: LL.B., European Law (MaĂŽtrise en Droit EuropĂŠen), Universite Paris I PantheonSorbonne, LL.B, Bucharest University Law School.

Alexandra Rimbu, Partner

Background: Previously a member of reputed business law firms, Alexandra assists top international corporations and investors. Areas of specialty: PPP & Public procurement, Real estate & Construction (including infrastructure), Competition, IP, Corporate & Commercial, M&A. Education: LL.B, Bucharest University Law School.

Felix Tapai, Tax Partner

Ministry of Finance Certified Tax Consultant. Areas of specialty: Finance and Tax Advisory (financial audit, consultancy and compliance, design and implementation of tax structures, project and budget management). Education: Bachelor in Finance, Accounting, Banks and Stock Exchange, Transylvania University.

Gelu Titus M aravela,

Founding & Managing Partner

Alina Popescu, Founding & Managing Partner

Which Lawyer in Romania Law firms

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Mirela Metea, Partner and Head of the Insolvency department

Ioan Roman,

Partner and Head of Dispute Resolution department

Mirela Metea,

Partner and Head of the Insolvency department

Dana R adulescu,

Partner

Felix Tapai, Tax

Partner

Alexandra Rimbu, Partner

213


Mihai Buciuman, Managing Associate

Mihai Buciuman, Managing Associate

Background: Former member of reputed local business law firms. Areas of specialty: Real estate & Construction, Capital Markets, Commercial & Contract Law, Competition, Corporate and M&A / Privatization as well as Data Privacy. Education: BA in Business Administration, Bucharest Economic Studies Academy, LL.B, Bucharest University Law School.

Real Estate & Construction. Education: LL.M in Capital markets transactions and regulations, Banking & Finance, Stock Exchanges and Insurances Faculty, Bucharest Economic Studies Academy, LL.B Simion Barnutiu Law Faculty, Lucian Blaga University Sibiu.

Daniel Vinerean, Managing Associate Daniel Vinerean, Managing Associate

Background: Former in-house counsel for major companies. Areas of specialty: Employment, PPP & Public Procurement, Intellectual Property, IT & Telecom and

Which Lawyer in Romania Law firms

RADU SI ASOCIATII | EY LAW Address: 15-17 Ion Mihalache

Dragos R adu, Partner

Emanuel Bancila, Partner

Boulevard, Bucharest Tower Center, 22nd Floor, 1st District, Bucharest, RO011171, Romania Website: www.eylaw.ro Email: eylaw@ro.ey.com Phone: +4021 402 41 00 Fax: +4021 310 69 87 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: 35 Number of local partners: Two (2) partners and one (1) associate partner Most representative clients: PPG Industries, Honeywell Corporation, LG Electronics Romania SRL, Vector Watch SRL, Star Transmission SRL, Mitsubishi Corporation Bucharest Representative Office, BMW Vertriebs GmbH Salzburg Bucharest Branch, Petrotel Lukoil SA, Schaeffler Group, Omniasig Vienna Insurance Group SA

PARTNERS AND DEPARTMENT COORDINATORS PROFILES R adu Diaconu,

Associate Partner

214

Dragos Radu, Partner, Head of Law Practice

Dragos has 20 years of experience acting as a commercial lawyer in the finest international legal environment. He is the managing partner of Radu si Asociatii | EY Law and advises on M&A and real estate matters. Ranked repeatedly by the most reputed legal directories 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 deals.

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 | EY Law. He is 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 for the European Tax Disputes Firm of the Year 2017 by the International Tax Review, a first for a Romanian tax dispute practice.

Radu Diaconu, Associate Partner With more than 11 years of experience, Radu specializes in M&A and finance transactions. As of 1 July 2017, Radu was promoted to Associate Partner with Radu si Asociatii | EY Law, which is the equivalent of a local partner. PPG Inc., OTP 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.


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: 26 Number of local partners: 4 Most representative clients: Airbus Helicopters, Arabesque, Adama Holding Public Ltd, GED Eastern Fund II, Mezzanine Capital Partners GP Limited, Rewe Group, Lear Corporation, Sand Hill Petroleum BV, Stericycle Romania, Unicredit Business Integrated Solutions (UBIS)

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.

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.

Sorin Mitel,

Senior Partner

Magda Dima, Partner

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.

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 adalina Paisa,

Partner

Which Lawyer in Romania Law firms

Sorin Mitel, Senior Partner and Founder

Madalina Paisa, Partner

M agda Dima, Partner

Serban Suchea,

Partner

215


MUSAT & ASOCIATII Address: 43 Aviatorilor Boulevard,

Gheorghe Musat, Senior

Partner

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: Luiza Dumitru, Communications and Marketing Manager; luiza.dumitru@musat.ro; +40 755 070 101

Number of lawyers in the firm: +100

Number of local partners: 16 Most representative clients: Enel,

Mona Musat, Managing Partner

Engie, Zte, amazon.com, Leoni Group, Kaufland Romania, Teamnet International SA, Emerson, Hili Ventures, Apple Inc

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Which Lawyer in Romania Law firms

Gheorghe Musat, Senior Partner

Gheorghe Buta, PhD,

Co-Managing Partner

Paul George Buta, Partner

Anca Buta Musat, 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, CoManaging Partner

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 anging 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, CoManaging Partner

Vlad Cordea, Partner

216

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.

Vlad Cordea, Partner

Vlad has a professional experience of over 11 years in the legal field, of which the last 9 years with Musat & Asociatii. He is specialized in the areas of Energy and Natural Resources, Infrastructure and Public-Private Partnerships, Corporate and Commercial Law, but also Capital Markets. Vlad advised many local commercial companies, as well as international corporations having


business activities in Romania in relation to a broad spectrum of legal aspects concerning corporate reorganizations, equity and debt financing, brownfield and greenfield investments in the conventional energy and renewable energy sector and other economic sectors. He is recognized as a leading practitioner in Corporate and Commercial Law, particularly the acquisition of large multi-jurisdictional entities, by offering practical business solutions.

Monia Dobrescu, Partner

Razvan Graure, Partner

Razvan has been working as a tax consultant for more than 12 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).

Cosmin Libotean, Partner

Cosmin is a long standing and wellregarded practitioner, relying on a professional experience of more than 12 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

Angela (Mare) Porumb, Partner

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.

Which Lawyer in Romania Law firms

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.

clients for his proven promptitude and efficiency in handling sensitive files.

Cosmin Libotean,

Partner

Angela (M are) Porumb, Partner

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

Bogdan-Petru Mihai, Partner

Mihai Popa,

Partner

217


clients in a wide range of sectors, such as energy, constructions, pharma, retail or financial.

Iulian Popescu, Partner Iulian Popescu, Partner

Which Lawyer in Romania Law firms

Octavian Popescu, Partner

R azvan Stoicescu, 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

Octavian is notable for his practice in the field of whitecollar 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

Razvanâ&#x20AC;&#x2122;s seniority in the legal profession exceeds 13 years. Razvan specializes in Mergers & Acquisitions, Banking,

Liviu Togan, Partner

218

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

Adriana I. Gaspar, Senior Partner

Number of lawyers in the firm:

With a reputation of an elite business lawyer, Adriana 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.

Number of local partners: 30

Adina Chilim-Dumitriu, Partner

134

(including Tax Partners)

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ion I. Nestor, CoManaging Partner

Manuela M. Nestor, CoManaging Partner

A founding partner of NNDKP, Mrs. 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 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.

M anuela M. Nestor, Co-

Managing Partner

Which Lawyer in Romania Law firms

A founding partner of NNDKP and its Co-Managing Partner, Mr. 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.

Co-head of the Corporate/M&A practice, Adina has vast experience in corporate restructuring, mergers, de-mergers, crossborder 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.

Ion I. Nestor,

Co-Managing Partner

Alina Radu, Partner

Head of the Banking & Finance practice, Alina 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 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.

Ana DiculescuSova, Senior Partner

Adriana I. Gaspar, Senior Partner

Adina ChilimDumitriu, Partner

Gabriela Cacerea, Partner

Alina R adu, Partner

219


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 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

Emil Bivolaru,

Which Lawyer in Romania Law firms

Partner

Emil 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

Head of the firm’s Real Estate practice, Ioana 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 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 Associate professor at the University of Bucharest, Faculty of Law (on employment law, social security law and European social law).

Radu Damaschin, Partner

Radu’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 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.

Luminita Dima, Partner

R adu Damaschin, Partner

220

Ana-M aria Baciu, Partner


Georgeta Dinu, Partner

Head of the firm’s Competition practice since 2008, Georgeta 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

Peggy Suica-Neagu, Partner

Peggy 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

Valentin’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.

Marius has more than 11 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, disputes related to 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.

Georgeta Dinu,

Partner

Daniela Gramaticescu, Partner

Daniela has more than 15 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.

Valeriu Mina, Partner

Valeriu has over 11 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.

Roxana Ionescu,

Partner

Which Lawyer in Romania Law firms

Head of the Environment and Data Protection practices, Roxana advises clients on environmental issues related to M&As, environmental liability, waste management and permitting matters; as well as on privacy matters in connection with clients’ sales, marketing and human resources activities, data sharing and cloud computing, as well as employment issues.

Marius Ezer, Partner

Peggy SuicaNeagu, Partner

Valentin Voinescu,

Partner

Cosmina Simion, Partner

Cosmina 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.

Daniela Gramaticescu,

Partner

Valeriu Mina,

Partner

Cosmina Simion,

Partner

M arius Ezer,

Partner

221


Oana Partenie, Partner

Oana Partenie, Partner

Oana has over 17 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 R adbata,

Which Lawyer in Romania Law firms

Partner

Catalin has over 11 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 Vlad Tanase, Partner

Alina Timofti,

Tax Partner, Co-head of Tax Advisory Services

M arius Ionescu,

Tax Partner, Co-head of Tax Advisory Services

222

Having a professional experience of over 11 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 mixed-use 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

With a 20-year career in the field, Alina co-heads the Tax Advisory practice. Her areas of 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, Co-head 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.


NOERR 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: Alexandra Nicolae, Business Development & Communication Manager Romania & CEE Number of local partners: 6

Most representative clients:

Daimler, Immochan, Samsung Electronics, Harman International Industries Inc, Rohde & Schwarz, BayWa Agrar International, Nidec Sole Motor Corporation, Vastint, Universal Alloy Corporation (UAC) Europe, Sonaca

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Prof. Dr. Joerg K. Menzer is responsible for the coordination of the Central and Eastern Europe (CEE) practice of Noerr for international clients. He specializes in M&A transactions and concentrates on structuring major foreign investments in CEE. He has experience in acquisitions, privatizations and greenfield investments, based on his knowledge of the business and legal environment in CEE. In addition, Joerg 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 has over 18 years of 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 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 has extensive experience in process management and strategic mandate execution, especially in civil law, commercial law, labour law and real estate law disputes, as well as in insolvency procedures and white collar crime, specializing in litigation, arbitration & ADR, restructuring & insolvency, compliance & investigations.

Prof. Dr. Joerg K. Menzer,

Managing Partner

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

Roxana is specialized in advising major foreign investors active in the field of retail and construction, as well as banks and major investors predominantly in the automotive sector in their greenfield investments in Romania, which she advised on structuring the planning and construction contracts for erecting their production facilities in Romania. Roxana has large experience in construction, regulatory issues and real estate, especially in retail transactions, advising the firmâ&#x20AC;&#x2122;s clients on their market entry and on their expansion in Romania. In the renewable energy field she has advised banks, initiators and operators of energy installations throughout the realization of their projects.

Rusandra Sandu, Partner

Which Lawyer in Romania Law firms

Prof. Dr. Joerg K. Menzer, Managing Partner

Alexandru Ene, Partner, Head of Litigation & Compliance Department

Alexandru Ene, Partner

Gabriel Popa, Associated Partner Gabriel has a strong practice in domestic and international financing transactions, especially in the areas of corporate finance, real estate finance, trade finance as well as transactions in Romania. He is focused on major financing and M&A transactions advising international and domestic lenders and corporate clients.

Roxana Dudau,

Associated Partner

Magdalena Alexandra Lupoi, Head of Banking & Finance Department

Magdalena possesses comprehensive knowledge of corporate law and is well known for her expertise in financing transactions for banks and leasing companies. She joined Noerr after a long experience as head of the legal and credit recovery department for a British bank operating in Romania.

Gabriel Popa,

Associated Partner

M agdalena Alexandra Lupoi,

Head of Banking & Finance Department

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Andreea Suciu, Head of Employment & Pensions Department Andreea Suciu, Head of Employment & Pensions Department

L aura Neacsu,

Which Lawyer in Romania Law firms

Senior Associate

R aluca Botea,

Senior Associate

Luiza Bedros,

Senior Associate

Her experience encompasses over 11 years of decision-making responsibilities in individual and collective employment matters for multinational companies. She has particular expertise in right of residence of EU and NON-EU-citizens, social security legislation, individual employment contracts and management agreements, trade unions/representatives of employees, consultancy in negotiation and conclusion of collective bargaining agreements, individual and collective dismissals as well as safeguarding of employeesâ&#x20AC;&#x2122; rights in the event of transfers of undertakings.

Laura Neacsu, Senior Associate, Coordinator Energy Practice Laura is focusing on complex environmental and energy matters. She has successfully advised several industry and energy players on their projects in Romania. She has also extensive experience in advising major international companies and investors on complex energy and environmental regulatory frameworks.

Raluca Botea, Senior Associate, Coordinator Public Procurement Practice

Raluca Botea has over 12-year experience in dealing with various stages of awarding public procurement and concession agreements, in representation in cases involving contractual or tort liabilities, unfair competition, as well as representation in tax litigation and arbitration case files.

Luiza Bedros, Senior Associate

Iulian Sorescu, Associated Partner

Florin Gherghel, Coordinator of Tax Department

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Luiza has extensive experience in advising clients from a wide range of industries on investment projects, complex corporate, pharmaceutical and competition issues. She also has extensive experience in the field of regulatory, especially life sciences, pharmaceutical, healthcare and competition law, complex contracts structuring and project advisory in these fields.

Iulian Sorescu, Associated Partner, Head of Financial Department

Iulian heads the Financial Department and is member of ACCA UK, CECCAR, CAFR and AMCOR. He coordinates the activity of providing to our clients comprehensive advice in all business and financial issues such as financial audit according to IFRS, US/German GAAP and Romanian standards, financial advisory, financial due diligence, financial reporting and controlling, bookkeeping, payroll. In particular, he helps our clients improve/maintain their financial performance by analysing and monitoring their internal activities and optimizing their structures. In the recent years Mr. Sorescu has developed our State Aid Department. Our team successfully assisted many international companies in view of obtaining financing approvals for state aid.

Florin Gherghel, Coordinator of Tax Department

He has over 17 years of experience in rendering domestic and international tax consultancy (e.g. in case of mergers & acquisitions, transfer of business), including tax health checks (e.g. due diligence), preparing and implementing tax procedures, as well as assistance during tax audits performed by the tax authorities. He also provides tax advice to international companies on their investments in Romania, including state aid projects. Furthermore, he is also involved in the process of amending the local tax legislation.


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: Elena Duta, pr@pachiu. com; +40 735 011 756 Number of lawyers in the firm: 15 Number of local partners: 5 Most representative clients: Chevron, CIEP (Carlyle International Energy Partners), Billa Romania, WPP Group, Halewood International, UniCredit Bank Austria AG

Remus Ene, Partner

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ana-Maria is a partner in the firm, heading the Real Estate Practice Group. She has extensive legal practice in all kind of real estate operations, assisting major clients in the acquisition, development and financing process of retail, residential, office and mixed projects. Her experience includes Greenfield investments, as well as complex acquisition or sale transactions of various significant real estate projects.

Laurentiu Pachiu, Managing Partner

Alexandru Lefter, Partner

A lawyer with over 11 years of professional experience, Alexandru is the partner coordinating the firm’s Corporate and M&A Practice Group. Alexandru advises on a 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.

L aurentiu Pachiu,

Managing Partner

Ana Maria Goga, Partner

Alexandru Lefter, Partner

Which Lawyer in Romania Law firms

Laurentiu 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. He has over twenty two years of expertise in business law, the academic environment and diplomacy, as a former diplomat with the Ministry of Foreign Affairs Romania. Laurentiu heads the Energy and Finance Practice Groups within Pachiu & Associates and provides legal advice with regard to domestic and cross-border transactions, regulatory compliance, energy and natural resources, concessions, project financing and banking, capital markets, tax and offshore structures, across a wide range of industries.

A lawyer with over 11 years of professional experience, Remus coordinates the Competition Practice and co-heads the Corporate and M&A Department. He has a sound legal expertise on mergers control, structuring and implementation of distribution channels in accordance with competition legislation and review of the commercial behavior and contracts of clients in order to prevent the infringement of Romanian and European competition legislation.

Adriana Dobre, Managing Associate

Adriana is currently a Managing Associate in the firm, being in charge of the litigation practice area. She provides legal assistance in matters related to the civil, commercial and labour law, insolvency procedures and administrative disputes. She also deals with the arbitral litigations registered with the Court of International Commercial Arbitration under the Chamber of Commerce and Industry of Romania.

Mihaela Cracea, Managing Associate

Mihaela is a lawyer with over 14 years of professional experience, being part of the firm’s Corporate and M&A Department and coordinating the IT and data privacy, as well as the labour and employment practice areas in this department. Mihaela has built a solid expertise and legal competence in the IT, data protection and intellectual property fields and manages data privacy projects in the digital field, cyber security and cross border data flow matters.

Delia Vasiliu,

Partner

Remus Ene,

Partner

Ana M aria Goga, Partner

Delia Vasiliu, Partner

A lawyer with over 11 years of professional experience, Delia is the partner coordinating the firm’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.

Mihaela Cracea,

Managing Associate

Adriana Dobre,

Managing Associate

225


PELI FILIP SCA Address: 246C Calea Floreasca,

Cristina Filip, Managing Partner

Which Lawyer in Romania Law firms

Alexandru Birsan, Partner

Alina Stancu Birsan, Partner

Carmen Peli, Partner

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; +4021 527 20 46, +40 733 551 064; Sorana Ionita, Communication & Marketing Specialist; sorana.ionita@pelifilip.com; +4021 527 20 58, +40 733 551 038 Number of lawyers in the firm: 65 Number of local partners: 9

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Cristina Filip, Managing Partner

Managing partner Cristina 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

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 heads the Finance department and the Energy and Projects practice of Peli Filip. She advises sponsors, lenders, equity investors, lenders and contractors on a wide range of matters (including financing transactions, acquisitions, joint ventures, regulatory and contractual matters). Her experience covers sectors such as financial services, infrastructure and energy, where she advised on some of the most noteworthy deals in the sector.

Carmen Peli, Partner

Carmen focuses on Competition, M&A, Finance and commercial law. She has substantial expertise in various industries, such as pharmaceuticals, IT& C, financial services, automotive, defence. Carmen has assisted in some of the landmark competition cases in Romania. Her innovative approach and deep understanding of economics are praised by clients. She has also been a leading lawyer in some of the largest transactions on the Romanian market in the banking, oil & gas and pharmaceutical sectors.

Catalin Alexandru, Partner

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 Catalin Alexandru, Partner

Catalin Suliman, Partner

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Francisc Eduard Peli, Partner

Catalin heads the Competition Practice of PeliFilip. Catalin is providing the entire spectrum of day-to-day advice on competition matters, overseeing competition-related trainings and mock dawn raids. Prominent competitionrelated matters include assisting a leading oil and gas group being investigated by the Competition Council as well as assisting one of the countryâ&#x20AC;&#x2122;s largest telecom operators in its investigations, some which led to the application of the first commitments procedure in the telecom sector in the EU. Catalin has also been involved in


competition proceedings in a range of other industries, including retail of consumer goods, waste management, automotive and pharmaceutical sector.

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

Ioan 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.

Ioan Dumitrascu,

Partner

Oana Badarau, Partner

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.

Oana Badarau, Partner

Which Lawyer in Romania Law firms

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

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

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, â&#x20AC;&#x153;Titu Maiorescuâ&#x20AC;? University - Law School.

Ana-M aria Placintescu, Partner

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.

Bogdan-Nicolae Riti, Partner

Ileana Lucian,

Partner

227


PETERKA & PARTNERS Address: 33 Aviatorilor Boulevard,

Cosmina Romelia Aron, Partner, Director for Romania

2nd Floor, 1st District, Bucharest, Romania Website: www.peterkapartners.com Email: office@peterkapartners.ro Phone: +4021 310 48 82 Fax: +4021 310 48 83 Contact person: Cosmina Romelia Aron, Partner, Director for Romania; aron@peterkapartners.ro

Number of lawyers in the firm: 15 Number of local partners: 1 Most representative clients:

Ioana Sebestin,

Deputy Director for Romania Civil Law

Kalizea, XPO Logistics, Hanes Global Supply Chain Romania, Ganapati Malta, IFN Holding AG, Essilor Romania, Alfa Laval, Iveco Capital Leasing IFN SA, Iveco Truck Services (CNH Group), Channel Crossings Limited, H. Dawson Sons& Company (Wool)

Which Lawyer in Romania Law firms

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Alina R adu,

Deputy Director for Romania

Letitia Silaghi,

Senior Associate

Cosmina Romelia Aron, Partner, Director for Romania - Corporate M&A, Competition, Real Estate, Construction and Development, Competition Law

Director of the Romanian office, Cosmina is well known as having deep expertise in various areas of practice including corporate, M&A, competition, real estate construction and development. Her wide professional background is based on the assistance provided to a wide array of leading international companies active in different business sectors, with various operations (including multi-jurisdictional M&A operations) as well as on various day-to-day legal matters.

Ioana Sebestin, Deputy Director for Romania Civil Law, Corporate M&A, Employment and Competition

Ioana is co-managing the Bucharest office, currently occupying a position of Deputy Director for Romania. She is specialized on civil law, corporate, M&A, employment and competition. She has been involved in numerous multi-jurisdictional transactions in various industries acting on all sides. She has also provided advice in relation to employment issues, as well as various day to day commercial operations.

228

Alina Radu, Deputy Director for Romania - Corporate Law, Corporate Domestic Restructuring, M&A

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, Alina is constantly involved in numerous multijurisdictional transactions in various industries and acting on all sides.

Letitia Silaghi, Senior Associate - Corporate M&A, Real Estate, Construction & Development, Litigation & Insolvency and PPP, Concessions and Public Procurement

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, Letitia has assisted foreign investors during the development of realestate projects and PPP projects, as well as in cross-border mergers& acquisitions, coordinating in the same time the ongoing litigation & insolvency projects.


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

Number of lawyers in the firm: 24 Number of local partners: 5 PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Roxana Musoi, Founding Partner

Mihai Radulescu, Founding Partner

Mihai has over 15 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.

Roxana Musoi,

Founding Partner

Marius Iosif, Partner

Marius is a partner and a recognized expert on litigation and national and international arbitration, with over twelve years of experience as a judge and six years’ 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.

Mihai R adulescu,

Founding Partner

Which Lawyer in Romania Law firms

Roxana’s 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

Carmen Banateanu, Partner

Carmen Banateanu, Partner

Carmen has over 15 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.

Voicu Cheta,

Partner

M arius Iosif,

Partner

229


POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW Address: 239 Calea Dorobanti, 6th

Ernest-Virgil Popovici,

Senior Partner

Florian Nitu,

Which Lawyer in Romania Law firms

Managing Partner

Bogdan C. Stoica, Deputy Managing Partner

Floor, 1st District, Bucharest, RO010567, 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: 12 Most representative clients: Air France, Ameropa, Auchan, Deutsche Leasing, Franklin Templeton & Fondul Proprietatea, SAP, Hewlett-Packard, Immofinanz, Orange, UPS

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ernest-Virgil Popovici, Senior Partner

Ernest 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

Irena Anca Tudorie, Partner

Vlad Neacsu, Partner

Valentin Creata, Partner

230

Florian 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 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.

Bogdan C. Stoica, Deputy Managing Partner

Bogdan 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 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 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 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 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

Ilinca 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.

Silviu Stoica,

Partner

Cristian Popescu, Partner

Cristian 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

Ciprian 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.

Ilinca StefanescuGoanga, Partner

Alexandru Ambrozie, Partner

Alexandru 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.

Alexandru A mbrozie, Partner

Ilinca StefanescuGoanga, Partner

Cristian Popescu, Partner

231


REFF SI ASOCIATII SCA – MEMBER OF DELOITTE LEGAL

Alexandru Reff, Co-Managing Partner

Address: 4-8 Nicolae Titulescu Road, East Entrance, 2nd Floor, 1st District, Bucharest, RO-011141, Romania Website: www.reff-associates.ro Phone: +4021 222 16 61 Contact person: Claudia Covaci; ccovaci@deloittece.com Number of lawyers in the firm: 65 Number of local partners: 5 Partners and one Associate Partner PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Andrei BurzPinzaru,

Which Lawyer in Romania Law firms

Co-Managing Partner

Andreea Artenie, Partner

Florentina Munteanu, Partner

Alexandru Reff, Co-Managing Partner - Corporate M&A, Real Estate

With almost 20 years of professional experience, he has coordinated multidisciplinary teams of lawyers and consultants in some of the largest, most complex transactions in Romania and a few other countries in the region. Alex assists local entrepreneurs and foreign investors in structuring and restructuring their investment in Romania, in acquisitions and divestment of businesses in multiple industries and in joint-ventures.

Andrei Burz-Pinzaru, CoManaging Partner - Banking & Finance, Business Criminal Law, Capital Markets

Andrei is Global Leader of the Banking & Securities industry group in Deloitte Legal network and Leader of Deloitte Legal practices in Central Europe. Andrei is recommended by IFLR 1000 (2015, 2016 and 2017) as a Leading Financial and Corporate Lawyer in Romania. Prior to becoming a lawyer he was for several years a licensed securities broker and advisor on capital markets, banking and M&A transactions.

Andreea Artenie, Partner - Litigation

Georgiana Singurel, Partner

Irina Dimitriu,

Associate Partner

232

With more than 15 years of experience in administrative and tax litigation practice, she coordinates a large number of administrative litigations against national authorities and particularly tax litigation against the tax authorities. The team under Andreea’s supervision offers advice and representation before national courts for an important portfolio of administrative and tax litigations, commercial litigations, competition related litigations, employment litigations, enforcement procedures and before arbitration panels in national arbitration.

Florentina Munteanu, Partner - Competition, Employment, Insolvency

With more than 14 years of experience, Florentina coordinates the respective three practices of Reff & Associates. Competition law experience: She is representing clients in procedures in front of the Romanian Competition Council, including during investigations of the authority, clearance procedures regarding mergers and unfair competition complaints. Insolvency law experience: Assisted clients on debtor’s or creditor’s side in a large scale of insolvency related matters, from recovery of debts during insolvency procedure to structuring and implementation of acquisition of distressed assets. Employment law experience: As head of Employment Law, assisted on employment matters, transfer of employees in the context of transfer of undertakings, stock options plans or nondiscrimination matters.

Georgiana Singurel, Partner - Corporate, commercial & M&A, Energy & Environment, Public Sector

With 18 years of experience as lawyer, Georgiana is specialized in Public Sector and M&A projects, including group reorganizations processes, commercial transactions, joint-ventures and in public procurement and concessions matters. Georgiana coordinated numerous M&A projects on buy-side and sell-side, in various industries and fields such as pharma, retail and consumer business and manufacturing, from the initial structuring phase, going into the due diligence and then preparation, negotiation and execution of contractual documentation. Georgiana is leading the legal team of Reff & Associates specialized on public procurement and concessions projects.

Irina Dimitriu, Associate Partner - Real Estate

Before joining Reff & Associates in 2016, she worked for 11 years with another leading law firm in Romania, advising local and international reputed real estate investors and developers and having been involved in some of the most complex and large real estate projects in the country. She is highly experienced in acquisition, financing and development of high-profile real estate projects. Her key areas of expertise include transaction structuring and implementation, energy & infrastructure developments, construction (including drafting FIDIC agreements and claims assessment), urbanism and permitting, as well as coordinating due diligence teams.


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: 41 Number of local partners: 5

Most representative clients:

Enterprise Investors, Electrica Group, EBRD, 3TS Capital Partners, Mid Europa Partners/Regina Maria, Allianz Capital Partners, China Huadian, Tymbark, A&D Pharma, RBS Bank

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

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

Costin Taracila, Managing Partner

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.

Victor Padurari,

Partner

Which Lawyer in Romania Law firms

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

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.

Valentin Berea, Partner

Valentin specialises in dispute resolution, competition and intellectual property. Valentin is also a certified intellectual property counsellor for trademarks and industrial designs. Valentin graduated from the University of Bucharest, Law Faculty and from the University of Paris I, Pantheone - Sorbonne.

Alexandru Retevoescu, Partner

Professor Lucian Mihai, Of Counsel

Prof. Lucian Mihai specialises in intellectual property and litigation area, including arbitration. He has over 35 years of experience as professor at the University of Bucharest, Faculty of Law, where he holds classes on civil law and intellectual property law. Prof. 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, former member of the Venice Commission (two mandates), as well as former Secretary General of the Chamber of Deputies. He 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 acted also as ad-hoc judge of the European Court of Human Rights. For more than 20 years Prof. Lucian Mihai has been the â&#x20AC;&#x153;Honorary Legal Adviserâ&#x20AC;? to the Ambassador of the United Kingdom in Bucharest.

Mihai Ristici,

Partner

Valentin Berea,

Partner

Professor Lucian Mihai, Of

Counsel

233


Alina Stavaru, Counsel

Alina Stavaru, Counsel

Alina specialises in mergers and acquisitions, particularly private equity, complex corporate and capital restructurings, spin-offs, capital markets 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 graduated from the University of Bucharest, Law Faculty in 2004.

Andreea Burtoiu, Counsel Andreea Burtoiu,

Which Lawyer in Romania Law firms

Counsel

Loredana Chitu (Boeru), Counsel

Cosmin Tilea, Counsel

Roxana Ionescu, Counsel

Victor Rusu, Counsel

234

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, Counsel

Cosmin 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.

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. 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.


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: 14 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. 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 heads the banking & finance and projects/PPPs/public procurement practice groups in Bucharest. He is an experienced lawyer, covering a broad spectrum of finance and projects related work in Romania and SEE. Matei is a prominent banking transactional lawyer, assisting on the largest NPLs portfolio sales and bank M&A deals over the past years. His

Sebastian Gutiu,

Managing 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 arkus Piuk,

Partner

Which Lawyer in Romania Law firms

Sebastian currently coordinates the firmâ&#x20AC;&#x2122;s dispute resolution, insolvency & restructuring, and white collar crime practices and has been the main driver behind the development of the firmâ&#x20AC;&#x2122;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 high-stake litigation and arbitration cases. Key recent projects include advice in international arbitration cases (including ICSID, ICC), litigation cases, white collar crime investigation and litigation cases, as well as in complex debt recovery/restructuring or insolvency procedures.

experience includes lending to CEE and CIS corporates and public entities, project and real estate financing, debt restructuring, asset financing, banking & financial services regulatory, debt capital markets projects and international acquisition finance/LBO projects. He also advises on PPPs/concessions and public procurement projects (energy, municipal services, real estate developments and infrastructure).

M atei Florea,

Partner

Simona Chirica, Partner

Simona is specialized in civil, commercial and tax matters. She is an experienced real estate lawyer, assisting a considerable portfolio of clients active in real estate development, retail, 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, as well as in assisting relevant clients on general day to day legal matters in connection with the development or operation of their projects.

Georgiana Badescu, Partner

Monica Cojocaru, Partner

Monica is specialized 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 is a specialized energy lawyer, assisting a strong portfolio of clients active on the energy market 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.

Simona Chirica,

Partner

Monica Cojocaru, Partner

235


Oana Constantinescu, Partner

Oana Constantinescu, Partner

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.

Emeric Domokos-Hancu, Partner

Which Lawyer in Romania Law firms

Emeric DomokosHancu, Partner

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.

Eva Hegedues-Brown, Partner Eva HegeduesBrown, Partner

Adina Jivan, Partner

Eva is a partner with Schoenherr Bucharest and an attorney at law with Schoenherr Vienna with 18 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. Her experience encompasses the legal aspects of forest management, drafting and negotiating construction contracts, corporate housekeeping, employment law.

M adalina Neagu, Partner

Adina Jivan, Partner

Adina is specialized 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. 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 specialised 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. She represents various clients in banking and finance, private equity, manufacturing, retail, real estate, constructions, telecommunications and media, food, energy, hotels and leisure etc.

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 15 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.

Silvia Opris, Partner

Narcisa Oprea, Partner

236

Silvia Opris, Partner

Silvia is specialized in real estate & constructions law and related disputes. She has extensive experience in assisting on real estate acquisition/sale, project development (commercial, industrial facilities, renewable), complex construction agreements (including under FIDIC rules), lease, as well as service, operation and maintenance agreements. Her practice


also covers assistance in international arbitration cases under ICC rules as well as in front of the Bucharest Court of International Arbitration, with a focus on intricate disputes arising from the implementation of construction agreements. Silviaâ&#x20AC;&#x2122;s clients portfolio includes local and multinational companies active in real estate, retail, manufacturing, technology, engineering, energy, and infrastructure.

Adriana Radu, Partner

Theodor Artenie, Managing Director of Schoenherr Tax Bucharest

Theodor is an experienced tax consultant, providing expert advice in complex crossborder tax projects, as well as on day to day tax matters. He advises multinational and local companies active in technology, real estate, defense, energy, industrial products, services, automotive. His 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. Theodor has played an instrumental role in several initiatives to amend and modernize the Romanian VAT legislation

Adriana R adu, Partner

Theodor Artenie,

Managing Director of Schoenherr Tax Bucharest

Which Lawyer in Romania Law firms

Adriana heads the employment practice. She has extensive experience on employment law matters, including collective and individual redundancies, negotiation of collective bargaining agreements, transfer of undertakings, employment disputes, bonus plans. Adriana is also the head of the media, communications and technology practice of Schoenherr Bucharest. She advised

on specific matters such as content and advertising rules, licensing, copyright, regulatory aspects in the media and communications sectors.

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

Number of lawyers in the firm: 33 Number of local partners: 8 Most representative clients: Banca

Comerciala Romana (BCR), BRD - Groupe Societe Generale, Bancpost, Reiffeisen Bank, Kaufland Romania SCS, ArcelorMittal, Electrica SA, Telecom Romania, Romanian Commercial Bank - Construction Bank, Labormed

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 extremely diversified experience as a pleading lawyer includes, among other, rendering of assistance and representation in litigations regarding restitution of real estate properties,

labor conflicts, litigations in connection with patents and trademarks, press defamation cases, administrative contentious matters, civil liability claims, commercial claims, corporate conflicts.

Cristiana Irinel Stoica, Founding Partner

She rendered legal assistance to international banks, multinational companies or diplomatic missions in Romania, 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. Her experience includes as well legal assistance in corporate finance projects, in initiation of the first state bonds issuance on the international markets, in privatization projects in the banking, food, construction sectors, in mergers and acquisitions or in current corporate procedures, in negotiation international commercial contracts, as well as real estate, commercial, fiscal and labour litigations. Cristiana assisted and represented clients before the local and international arbitral courts.

Valeriu Stoica,

Founding Partner

Cristiana Irinel Stoica, Founding Partner

237


Catalina Dicu, Senior Partner

Catalina Dicu,

Senior Partner

Dan R ares R aducanu,

Which Lawyer in Romania Law firms

Senior Partner

L aura Elena R adu, Senior

Partner

Catalina assisted and represented banking institutions in real estate litigations and in cases in connection with enforcement of credit titles, usage of payment instruments and of companies in dispute resolution cases with regard to their set up, functioning and winding up. She is active in labour law and intellectual law litigations and in litigations pertaining to privileged and confidential information, in privatisation cases, in real estate litigations and other property related cases, in fiscal and 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 local arbitration cases, 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

Anca L. Caraiola-Buftea, Senior Partner

Dragos Bogdan, Senior Partner

Veronica Dobozi, Senior

Partner

238

Elena assisted and represented clients before the judiciary and the arbitral courts from Romania and abroad (ICC Paris), especially in the energy sector. She assisted and represented clients in product liability cases, in litigations in connection with restitution of real estate properties and Land Book related matters, in administrative challenges, in local and international arbitral c ases, or in M&A projects. Laura Elena Radu assisted and represented clients 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 insolvency and company restructuring cases, in discrimination cases, labour 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, administrative and fiscal law litigations \and in the procedures set out in the European Convention on Human Rights. Dragos 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.


STRATULAT ALBULESCU ATTORNEYS AT LAW Address: 27 Ion Brezoianu Street, Bogart Building, Ground, 6th and 8th Floors, 1st District, Bucharest, Romania Website: www.stratulat-albulescu.ro Email: office@stratulat-albulescu.ro Contact person: Sorina Chirila, Marketing Specialist; sorina.chirila@ stratulat-albulescu.ro; +40 728 304 050 Number of lawyers in the firm: 25 Number of local partners: 6 Most representative clients: World Class Romania, InterCora, Catinvest, Futureal Group, Diaverum, Willis Towers Watson (ex Gras Savoye), Vinarte SA, AEW Europe, Capital Financial Services SA, Ipsos PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Silviu Stratulat, Managing Partner - Real Estate, Corporate and M&A

Andrei Albulescu, Senior Partner - Employment, Public Procurement, Contract Law

With more than 12-years of experience working in national and international law firms, Andrei 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 and contract law. Also, he has expertise in corporate and M&A, advising clients on complex mergers and acquisitions and privatization projects and heâ&#x20AC;&#x2122;s guided the restructuring and reorganizing of corporate and commercial relationships.

Florin Dutu, Senior Partner - Litigation & Arbitration, Insolvency & Restructuring

Florin brings to the firm almost 20 years of experience in litigation with an emphasis on corporate and commercial, mergers and acquisitions, banking and finance, and energy disputes. Florin brings very considerable experience both professionally on client matters and also in the management of dispute resolution groups.

Leontin is has 16 years of experience within the financial industry sector, assisting in regulatory matters, finance transactions, mergers and acquisition transactions within the financial industry sector, capital markets operations etc.

Silviu Stratulat,

Managing Partner

Alexandra Radu, Partner - Corporate and M&A

Alexandra has solid experience in M&A transactions. Her practice includes corporate law, M&A, competition law and commercial issues, advising a variety of international clients on transactional and regulatory matters with respect to their acquisitions or divestments in Romania. Alexandra has been involved in several high mandates and has a thorough understanding of both local and international matters.

Andrei Albulescu, Senior Partner

Which Lawyer in Romania Law firms

Silviu has extensive experience in providing top-notch legal advice and assistance to clients and partners. 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.

Leontin Trifa, Senior Partner - Banking and Finance, White Collar, Equity Capital Markets

Ana Kusak, Partner - Intellectual Property/IT, Data Protection 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.

Cristiana Fernbach, Counsel and Head of German Desk Technology, Media and Telecom

Cristiana specializes in Technology, Media and Telecoms including related Competition and Antitrust issues as well as Data Protection and Privacy Law, bringing to these fields over 14 years of experience. Before joining our firm, Cristiana assisted international clients with operations in Romania, advising on Data Privacy, Data Protection Compliance, Image Protection, Trademarks & Domain names, and other e-commerce related legal matters.

Cristiana Fernbach, Counsel

Florin Dutu,

Senior Partner

Leontin Trifa,

Senior Partner

Alexandra R adu, Partner

Ana Kusak, Partner

239


TUCA ZBARCEA & ASOCIATII Address: 4-8 Nicolae Titulescu

Dr. Florentin Tuca, Managing Partner

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: 29 -

Gabriel Zbarcea,

Which Lawyer in Romania Law firms

Managing Partner

Bucharest office; 1 - Cluj-Napoca office, operating in association with Somlea & Asociatii Most representative clients: CEZ, ArcelorMittal, Carrefour, Deutsche Bank, Vodafone Romania, Coca-Cola Romania, McDonald’s, European Bank for Reconstruction and Development, China General Nuclear Power Corporation, Philip Morris

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Stefan Damian, Deputy Managing Partner

Cornel Popa, Partner

Sorin Vladescu, Partner

R azvan Gheorghiu-Testa, Partner

240

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

Gabriel’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 Damian, Deputy Managing Partner - Mergers, Acquisitions and Privatisation, Capital Markets and Securities, Banking and Finance, Competition

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 joint-ventures, 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.

Sorin Vladescu, Partner Energy 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.

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 SPRL. Other areas of practice cover healthcare and pharmaceutical law, and personal data protection.

Robert Rosu, Partner Litigation and Arbitration

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 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

Ciprian Dragomir, Partner

Robert Rosu,

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.

Partner

Dan Borbely, Partner - Real Estate, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Partner

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.

Which Lawyer in Romania Law firms

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 SPRL, a specialised unit representing creditors in complex insolvency proceedings.

Raluca Vasilache, Partner - Competition, Intellectual Property

Ioana Hrisafi,

Levana Zigmund,

Partner

Serban Paslaru, Partner - PPP, PFI and Concessions, Employment

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 firm’s employment law practice group, advising on the full range of labour-related matters, including

Dan Borbely,

Partner

R aluca Vasilache,

Partner

Oana Ureche, Partner

241


Serban Paslaru, Partner

Mihai Dudoiu,

Which Lawyer in Romania Law firms

Partner

Ionut Serban, Partner

Christina Vladescu, Partner

termination of employment and layoffs, restructuring programs, collective bargaining agreements, etc.

sanctions, payment of salary rights and collective bargaining agreements concluded at company level).

Mihai Dudoiu, Partner Banking and Finance

Silvana Ivan, Partner - Capital Markets and Securities, Corporate and Commercial, Mergers, Acquisitions and Privatisation

Mihai heads the firm’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, Ionuţ 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.

Christina Vladescu, Partner Litigation and Arbitration

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.

Ioana Gelepu, Partner Litigation and Arbitration

Ioana Gelepu, Partner

Silvana Ivan, Partner

242

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

Irina Moinescu, Partner

Silvana works as part of the firm’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 LLM in International Business Law.

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 Romania’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.

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.

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 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

Sebastian Radocea, Partner Energy and Natural Resources, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Sebastian is experienced in energy law (with a focus on the power and energy efficiency sectors), M&A and corporate and commercial law. He advised on the first unbundling at the level of a formerly State-owned utility, the acquisition by the largest utility company in CEE of a minority stake in power distribution and supply companies, the sale of a domestic insurance company to a French group or the implementation of energy efficiency projects in the public sector. He also assisted in the development, operation, acquisition and/or sale of photovoltaic projects.

Oana Gavrila, Partner

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 non-performing 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 Litigation and Arbitration, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Anca represents clients in arbitrations before important arbitral forums including ICSID, ICC, GAFTA and VIAC. 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

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. Furthermore, she has acted in contractual claims and tort liabilities cases, as well as civil disputes and labour related cases. She also has a strong track record providing insightful advice and representation in public procurement disputes.

Anca Puscasu, Partner

Catalin Baiculescu,

Partner

Cristian R adu, Partner

Which Lawyer in Romania Law firms

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.

Gabriela Anton, Partner Banking and Finance, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Vlad Cercel,

Partner

Dragos Apostol,

Partner

Sebastian R adocea,

Partner

Gabriela Anton, Partner

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Horia Ispas, Partner - Mergers, Acquisitions and Privatisation, Corporate and Commercial

Horia Ispas, Partner

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 ind