Capital Markets & Securities
The lawyers in our Capital Markets & Securities Practice have the experience, creativity and knowledge necessary to provide extraordinary service to businesses seeking to access the capital markets and to the investment banking firms that assist them. We understand that nothing is more vital to the growth and development of both emerging and seasoned businesses than raising capital. This understanding is reflected in our commitment to ensure that the securities offering in which we are involved is completed on time and in a manner that meets the objectives of our clients.
Our experience in Capital Markets & Securities consists of legal assistance with respect to transactions involving publicly held companies, listed on the Bucharest Stock Exchange and on the RASDAQ alternative system, as well as on various regulatory issues. We provided extensive advice to companies from various sectors and have worked closely with the Romanian capital markets regulatory body, the National Securities Commission (NSC) on aspects such as the interpretation and implementation of Public Take Over (PTO) procedures and PTO pricing regulations, the adjustment and harmonization of the securities regulations with the market requirements.
Our experience in Capital Markets & Securities consists of legal assistance with respect to transactions involving publicly held companies, listed on the Bucharest Stock Exchange and on the RASDAQ alternative system, as well as on various regulatory issues. We provided extensive advice to companies from various sectors and have worked closely with the Romanian capital markets regulatory body, the National Securities Commission (NSC) on aspects such as the interpretation and implementation of Public Take Over (PTO) procedures and PTO pricing regulations, the adjustment and harmonization of the securities regulations with the market requirements.
Our recent instructions include:
- Retained by the National Securities Commission in connection with the performance of initial public offer of Alumil Rom Industry for the purposes of its flotation on the Bucharest Stock Exchange, including issues related to the public offer prospectus, offer validity, as well as public offer allocation and settlement.
- Legal advice to Genpact Limited in connection with the USD 600,000,000 Initial Public Offering on the New York Stock Exchange. Genpact is the India’s largest Business Process Outsourcing company, having a global network of more than 25 locations in nine countries. Musat & Asociatii has performed legal due diligence services in connection with the Romanian subsidiary, in view of the preparation of the prospectus.
- Acting for Africa Israel Investments Ltd. (AFI) in connection with the preparation of AFI's shelf prospectus, in the framework of which AFI has offered on the Tel Aviv Stock Exchange shares, options, debentures and convertible debentures, and has already raised USD 250,000,000. As part of the said prospectus AFI further intends to register for trading debentures issued under previous private offerings in the aggregate amount of USD 650,000,000.
- Legal assistance in connection with the take-over of several targets in the banking, hotels and construction sectors, totalling over EUR 300,000,000 by PPF Investments, via transactions conducted on the capital market. Our Firm has rendered the full range of legal services in connection with the take-overs, from structuring the take-over offer terms and conditions, advising on the prospectus and other permitting and regulatory proceedings before the regulator and the stock exchange to closely monitoring the closing of the take-overs offers and related settlement and clearing procedures.
- Advising Goldman Sachs, the leading US based investment company, on various capital markets matters with respect to a broad range of commodity and currency forward, option or swaps transactions documented by ISDA Master Agreements.
- Acting for KBC Securities NV (part of the KBC Group), in connection with the acquisition of Swiss Capital S.A., a local independent securities broker as well as of Swiss Capital Asset Management S.A., a Romanian-based company managing open end investment funds active on the Romanian and European capital markets. The Firm assisted KBC securities in the whole range of legal issues arising in connection with the transaction, such as inter alia legal due diligence on the target, drafting and negotiating the transaction documents as well as assisting in obtaining the relevant regulatory approvals from the National Securities Commission.
- Advising ABN AMRO with respect to implementation within its Romanian subsidiary of the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments and of the Commission Directive 2006/73/EC implementing Directive 2004/39/EC as regards organisational requirements and operating conditions for investment firms. The Firm has advised ABN AMRO with respect to applicable MIFID requirements, as implemented under Romanian law as regards structured products, derivatives and non listed securities intended to be offered by ABN AMRO and performed an extensive review of the related terms and conditions with a view to ensure compliance with the MIFID requirements.
- Advising AXA, a French-based insurer, in connection with various capital markets issues related to one of the leading Romanian-based insurance companies surrounding its proposed withdrawal from the regulated market.
- Retained by GHCL (a leading Indian group of companies) in connection with the successful capital market acquisition of Bega Upsom S.A., one of the largest industrial soda ash producers in Romania. The acquisition, targeting 66.74% of Bega Upsom SA share capital, was performed by a cross transaction, followed by a mandatory public offering.
- Advising Renault in connection with the implementation of a mandatory PTO, over the largest Romanian car producer, Automobile Dacia Renault S.A., in view of its de-listing, including providing advice in connection with various legal and procedural aspects arisen in connection with the PTO documentation through to the target company’s withdrawal from the market.
- Advising Fortis S.A. in connection with the requirements to conduct investment services and foreign exchange transactions in Romania and the possibility to passport the Belgium license in connection with such services.
- Advising Flamingo International, the leading Romanian IT retail chain, in connection with its flotation on the Bucharest Stock Exchange via a public offering, one of the most successful voluntary listings of a Romanian private company on the BSE.
- Retained by a reputed European financial institution in connection with the acquisition of a controlling stake in ONT Carpati, the leading Romanian tourism company, via a take over offering on the capital market.
- Legal assistance provided to Companie Génèrale Des Etablissements Michelin and Michelin Romania on implementing an employee stock offer plan that would allow the employees of Michelin Romania, its subsidiary, to acquire shares in the parent company at discounted/preferential prices, including assistance in connection with legal and tax implications potentially triggered by the implementation of the above-mentioned employee stock offer plan and available exemptions under the Prospectus Directive, as implemented under Romanian law.
- Advising Veolia in connection with the implementation in Romania of ITS international employee stock option plans. The legal work included the whole range of offering and other market regulatory issues as well as providing advice on obtaining all necessary clearances form the competent authorities and related passporting rules.
- Advising Vignette Europe LTD, a major international player in the software industry, in connection with the implementation of an employee stock option plan, as well as legal and tax implications potentially triggered by the implementation of such plan. Our Firm has provided extensive advice concerning the regulatory approvals to be obtained in connection with the employee stock option plan, in consideration of the stock offered being listed on NASDAQ.
- Advising Aventis, Schneider, France Telecom and other major private companies active in energy, automotive, pharmaceutical and infrastructure fields, in connection with the implementation in Romania of their international employee stock option plans. The legal work included the whole range of offering and other market regulatory issues as well as providing advice on obtaining all necessary clearances form the competent authorities.
- Legal assistance to various international investment funds, in relation to the disclosure obligations and limitations applicable to investors in Romania, publicly held companies, as well as in connection with contracts for differences, GDRs and other derivative transactions.
- Legal assistance provided to Swiss Capital Asset Management S.A., a Romanian-based company managing open end investment funds active on the Romanian and European capital markets, part of KBC Group, in connection with requirements to be complied with by asset management companies under UCITS Directive, as implemented under Romanian law.
- Assisting Friesland, one of the top players on the European food market, in connection with the de-listing from RASDAQ of one of its Romanian-based subsidiaries, including providing legal advice in connection with the newly enacted capital markets law and related regulations with a view to identify the most adequate de-listing strategy in terms of timing and costs.
- Advising the National Securities Commission (the national regulatory body in the securities field) on various statutory and regulatory issues arisen in relation with the interpretation and implementation of the primary and secondary legislation issued in the securities field, on aspects such as, inter alia, mandatory PTO in view of companies’ de-listing and withdrawal from the market.
- Retained by Romgaz, the national company of natural gas production and supply, in connection with the listing procedure and preparation for the listing of the company’s shares on the Bucharest Stock Exchange, as a first step towards its privatisation.
- Advising Arcelor Mittal (former Mittal Steel) on voluntary and mandatory PTOs, in view of its de-listing and withdrawal from the market of Mittal Steel Galati, (former Sidex S.A.), the largest Romanian steel producer, including the drafting of all necessary documentation on the offeror’s behalf, assisting the client in all PTO price determination procedures and liaising with the securities authorities until completion, including advising the client in relation to settlement of claims arisen in connection with the NSC.
- Retained by Shell International, a leading oil company, in relation to capital markets issues arisen with respect to financial settled transactions in oil and oil-based products.
- Advising in respect of the impact of the capital markets regulations in connection with and further to the merger between Excelent S.A. and Kandia S.A..
- Retained by Timken Company, the world's largest manufacturer of tapered roller bearings, in relation with the implementation of the voluntary PTO over its Romanian subsidiary in view of its de-listing and withdrawal from the market, including an extensive review of the Romanian legislation regarding capital markets operations, focusing on regulatory and procedural PTO draw-backs and appropriate means for their mitigation, including providing advice in on claims arisen as a result of the minority shareholder challenging the PTO price before NSC.
- Assisting Unicredit Romania in connection with various capital markets related issues further to its takeover of the broker-dealer company Demir Securities S.A., including advice on the takeover structure and the compliance of the takeover documents with NSC regulations and the like.
- Advising Fergat SpA on various post-privatisation capital market issues further to the privatisation of S.C. Roti Auto S.A..
- Assisting Vanguard, an American-based investment management company, on the interpretation of certain regulations issued by the National Securities Commission.
