Corporate & commercial
We are renowned for being one of the leading law firms in Corporate & Commercial work. We have the experience and critical mass to handle the largest and most complex deals whilst providing our clients with distinctly personal approach and a higher level of understanding. Whether the clients are setting up business in a new territory or working in an unfamiliar regulatory or financial environment, we have the experience.
Our Commercial work is broadly based and reflects legal matters in an emerging market. We have advised many international entities in structuring and negotiating complex secured and unsecured transactions spanning every form of business, being involved in deals and contractual matters such as joint ventures, transfer of assets and business, cross-border contracts, outsourcing, agency/distribution agreements and licensing arrangements.In the Corporate area, our work ranges from setting up corporate entities and non-profit corporations, divestitures and restructuring to corporate governance, protection of minority shareholders, corporate liability matters, general corporate advice, special corporate vehicles, shareholding structures, share capital matters and corporate finance.
Our recent instructions include:
- Advising ENEL SpA - Italy’s largest power company, in connection with a full range of corporate & commercial matters related to its Romanian subsidiaries, suppliers and distributors of electricity in Romania.
- Advising the Ministry of Economy on the restructuring of a EUR 1,000,000,000 debt of Termoelectrica S.A. (the largest electricity producer in Romania). Legal work rendered included an extensive due diligence on Termoelectrica’s debts and liabilities, as well as an in-depth legal analysis of the regulatory legislation and competition related matters and drafting the necessary legal bills to implement the strategy prepared and the notification to the Competition Council and the European Commission (DG Competition) in connection thereto.
- Advising the Ministry of Economy and Finance in relation with the restructuring & privatisation of Petrotrans S.A. (the leading state-owned company in the oil products transport sector) in which respect the legal work rendered included an extensive due diligence on the target as well as in-depth analysis of the regulatory related matters to implement the strategy prepared and the preparation of the memorandum presented to the Romanian Government in view of approval of the proposed strategy.
- Retained by GlaxoSmithKline with Europharm group of companies in order to provide corporate & commercial legal advice on post acquisition matters following a transaction, including drafting and negotiating of various commercial agreements such as sale and purchase agreements, distribution agreements, leasing and sponsorship agreements concluded between several Romanian companies and GSK and its local subsidiaries.
- Advising Gabriel Resources, a major Canadian mining group, in relation to the exploration and exploitation of the biggest gold and silver mining site in Europe: Rosia Montana. The development of the Rosia Montana mining project (pending) is one of the biggest foreign investments in Romania, the total value of the investment being in excess of USD 3,000,000,000. The firm is acting as lead legal adviser, dealing with a full range of corporate and company secretarial services, including share assignments, management related issues, establishment and operation of subsidiaries.
- Advising Arcelor Mittal (former Mittal Steel), one of the world’s largest steel producers based in Romania, on complex corporate and commercial matters, including advice related to budgetary debts equity swaps followed by two consecutive capital increases of approximately USD 251,000,000 and with the special redundancy program resulting in downsizing the company by approximately 8,000 employees.
- Advising Electrocentrale Bucuresti S.A., a leading state owned provider of electricity, in connection with structuring and implementing a greenfield/brownfield project aimed to modernize an existing power plant and develop new generation capacity, together with Dalkia International S.A..Our advice was sought for putting in place adequate corporate structures, share capital funding, shareholders agreements and corporate governance matters.
- Advising on complex corporate and commercial matters following a transaction between Central European Media Enterprises Group and Media Pro Group (holder of the “Pro TV”, “Acasa” and “Pro FM” licenses), including drafting shareholders agreements, option agreements, intra-group agreements.
- Retained by PPF Investments (the largest investment fund in Czech Republic) with respect to the establishment of various special purpose vehicles (SPV) under Romanian law.
- Assisting La Caixa, a leading Spanish bank, on various corporate issues related to day to day activity of the Romanian bank.
- Assisting Inditex S.A., one of the worlds largest fashion distributors (including Zara, Pull & Bear, Massimo Dutti) on various corporate and commercial matters related to its seven Romanian subsidiaries.
- Advising Alcoa Corporated Inc. on legal issues regarding corporate law, contracts and employment of its Romanian affiliate, Alcoa Romania SRL, as a part of a legal due diligence process.
- Assisting Lundbeck, international pharmaceutical company, in connection with the legal protection in Romania of certain innovative medicine products.
- Assisting Merz Pharmaceuticals, international pharmaceutical company, in connection with the legal protection in Romania of an innovative medicine product.
- Advising Vignette Europe Ltd., a major international player in the software industry, in connection with corporate & commercial post-acquisition matters including advice on various commercial contracts, such as lease agreements, research and development agreements, as well as providing advice on intellectual property and employment matters.
- Assisting Ipsen Pharma (Beaufor Ipsen) in relation to various day-to-day regulatory, competition and corporate matters.
- Advising the Romanian Association of International Medicines Manufacturers in connection with the legal analysis of the Draft Law on Social Health Insurance, the Draft Law on National Health Programs and the Framework Agreement on medical assistance within the system of the social health insurances initiated by Ministry of Health – year 2006. We have also drafted legislative proposals on the above-mentioned draft laws.
- Advising Hertz Autohellas A.T.E.E., a major international company acting in the field of leasing utility vehicles, in connection with various corporate, commercial and employment matters related to its Romanian subsidiary.
- Retained by Caterpillar Financial Services in connection with a full range of corporate and commercial matters related to its leasing activity in Romania. Our assistance included extensive reports on the laws applicable to leasing operations and procedure for opening a branch in Romania, including currency regulations, terms and conditions of leasing operations, types of securities, security enforcement, repossession of goods, taxes, insurance, as well as drafting and reviewing various cross-border and local leasing agreements, guarantee agreements, services agreements and intragroup cooperation agreements.
- Advising Romtelecom S.A., Romania’s leading private telecommunications company, on various matters ranging from corporate, communications and employment.
- Acting for the Romanian subsidiary of Raiffeisen Bank, a leading Austrian based bank, on various corporate and employment matters.
- Advising The Regie Autonome for Nuclear Activities, on corporate matters including drawing-up studies regarding the legal regime of certain assets in the regie autonome's patrimony.
- Assisting Sider Sipe S.A., in relation to the full range of corporate and commercial matters related to Ductil Steel S.A. and Otelu Rosu, including in connection with corporate governance rules and shareholders disputes mitigation.
- Advising Eli Lilly, the worldwide pharmaceutical producer and distributor, in relation with a wide range of corporate and commercial matters related to the core business of its Romanian subsidiary.
- Assisting Teesland iOG, a leading pan-European, property fund and asset management company, in connection with various corporate and commercial issues related to the real estate operations (management of an industrial park) of its Romanian subsidiary.
- Advising Roche AG, a leading healthcare company acting in the pharmaceutical field, day-to-day legal assistance on various corporate and commercial matters in relation to the operation of its Romanian subsidiary.
- Advising ING Real Estate Development, a major real estate investor on Romanian market, regarding the establishment of Romanian companies for developing real estate projects, general advice on internal governing and operation of these companies, as well as legal advice on all matters risen during the life of specific real estate development projects.
- Advising the Romanian subsidiary of Amway Corporation, an American-based global leader in multilevel marketing, on current corporate/commercial matters.
- Assisting the Romanian subsidiary of TNT, a leading company on the international market of express, overland transport and air freight, with respect to corporate issues, as well as assistance in the drafting and negotiation of various commercial contracts.
- Advising the Romanian subsidiaries of Grupo LAR, a major Spanish real-estate developer on complex corporate matters, such as share capital adjustments and restructuring the companies involved in developing real estate projects
- Advising the French-based tire manufacturer Michelin on complex corporate and commercial matters following the takeover transaction concluded with a private Romanian company Tofan Grup for its distribution and supply subsidiaries.
- Advising DTH Television Group on various corporate matters such as debt into equity swaps, minority shareholders rights, assistance in connection with broadcasting rights, including competition-related issues, etc.
- Retained by the French vehicle manufacturer Renault for providing complex corporate and company secretarial services following Automobile Dacia S.A. merger consolidation.
- Retained by Generali Holding Vienna A.G. with respect to various corporate and litigation legal matters.
- Acting for AT&T on complex corporate matters including inter-group financing, capital increases and management, as well as various commercial agreements concluded with several Romanian companies.
- Advising Atlas Estates, a real estate investor on East-European market, in connection with a full range of corporate & commercial matters related to its Romanian subsidiaries, including: general advice on internal governing and operation of the companies, inter-group financing, corporate approvals for loans and related guarantees, drafting and reviewing various commercial agreements, etc.
- Advising Alstom Transport S.A. on corporate and commercial matters following the joint venture agreement with Faur S.A. (the largest Romanian company in the field of electric Diesel locomotives and rolling stock).
- Advising Alro Slatina, the Romanian subsidiary of a world's leading producer of primary aluminum, fabricated aluminum and alumina on complex corporate and commercial matters, including advice on various commercial contracts, drafting leases and sale-purchase agreements, as well as providing advice on intellectual property and employment.
- Retained by L’Oreal, a leading French cosmetics company, for drafting and negotiating various commercial agreements such as sale and purchase agreements, distribution agreements, leasing agreements, sponsorship agreements, services agreements concluded with various Romanian and foreign companies.
- Advising Aventis on drafting and negotiating various commercial agreements such as sale and purchase agreements, distribution agreements, leasing agreements, sponsorship agreements concluded with several Romanian companies.
- Assisting DHV Water in connection with corporate matters linked to the registration of one of its Romanian branch offices.
- Assisting Elbit Systems, an Israeli producer of high-performance defense electronic systems, in the take-over of A-E Electronics, by acquiring the remaining 46% of shares from Aerostar Bacau, including performing an extensive due dilligence on the ownership title of part of the building owned by Aerostar in Bacau.
- Assisting Zippo, the top leather products manufacturer, in relation to the spin-off restructuring of its business in Romania.
- Retained by Mobil Rom S.A., (rebranded as Orange Romania), the Romanian subsidiary of the world’s leading service provider in the communications field France Telecom for complex corporate matters.
- Advising Posta Romana S.A. (Romanian’s national postal service provider) on various corporate and commercial matters, including the drafting and negotiation of distribution, sub-distributing agreements and agency agreements. We have also advised on corporate matters regarding its restructuring into a national company.
- Retained by Fluorocarbon, the largest UK supplier and manufacturer of PTFE products, with respect to the establishment of its research and PTFE products manufacturing unit in Romania.
- Advising Lear Corporation, the world’s leading automotive interior supplier on corporate and commercial matters in relation to its activities in Romania including advice on its relationship with Romanian companies for the manufacture of car components.
- Assisting Schering-Plough corporation on various corporate matters following the acquisition of Organon Biosciences group of companies.
- Drafting and negotiating supply agreements for radio-communications equipment concluded between Harris Corporation and several Romanian companies.
- Retained by Halliburton, one of the world's largest providers of products and services to the oil and gas industries for corporate work on the Romanian Projects.
- Advising Accor, a worldwide leading company in the global lodging industry, on various corporate and commercial matters.
- Advising Synthelabo (world's 3rd largest pharmaceutical company) on corporate and commercial matters, including drafting and negotiating various commercial agreements such as distribution, lease, sale and purchase agreements with several Romanian distributors.
- Advising Tarom S.A. on complex corporate and commercial matters, including a comprehensive due diligence report on the corporate structure of the national air carrier. We also advised on various agreements regarding the purchase and lease of aircrafts and other financing related matters.
- Retained by the Romania-based subsidiary of Soufflet Group world’s fourth-largest malt producer with respect to corporate and commercial matters relevant to the brewery industry following its incorporation. We have also conducted an extensive due diligence on corporate and contractual matters in connection with the lease of two major malt plants in Romania.
- Advising Romania-based subsidiary of Grundfos, the global player in the pipe market and one of the biggest producers of CC-GRP pipe systems, on various corporate matters including management changes and amendments of the shareholding structure. We performed an extensive due diligence on corporate matters and advised the client on all necessary corporate changes.
- Ang for the Romanian-based subsidiary of Electrolux, the world's largest producer of appliances and equipment for kitchen, cleaning and outdoor use, on various complex corporate matters.
- Assisting Transfond S.A., the operator of the national system for inter-banking settlements on various corporate and commercial matters.
- Advising the Romania-based subsidiary of F. Hoffman La Roche Ltd., the world’s biggest research-based pharmaceutical and healthcare company on various corporate and commercial matters.
- Performing a legal analysis on the Draft Law on Pharmacies initiated by the Romanian Ministry of Health and drafting an extensive assessment of this draft law.
- Advising COCIM, an organization representing an important community of Spanish companies with international operations, on the regulatory framework governing various fields (foreign investments, currency and exchange control, forms of business organizations, tax, industrial and intellectual property, banking, labour law, etc.) in order to contribute to the setting-up of its on-line database.
