Taxation

Taxation turns into a core issue in the corporate decision-making process with business becoming multinational. In this respect, when drawing up functional international strategies, both companies and individuals are compelled to take into account a bundle of direct and indirect tax issues. Our lawyers have substantial experience in Taxation, providing advice on structuring in a wide range of corporate and financial transactions, in order to achieve maximum tax benefits, leading to efficiency and optimization in all types of business. The team is also proficient in advising on the proper implementation of employee stock option plans.

Closely connected to the Tax practice and backing the international profile of most of our clients and of the businesses/transactions for which our advice is sought, the Customs practice of the firm consists in providing advice and assisting the clients to comply with the ongoing complexity of the relevant legislation and taking proactive stance with the customs authorities so as to pursue administrative review for our clients and saving duties, fees and taxes without resorting to litigation. While our firm has the capacity to represent clients in any type of customs litigation and an excellent track record in this respect, our goal is to avoid the high costs and inherent uncertainties of litigation whenever the situation warrants.

A selection of our recent instructions includes advising:

Advising Termoelectrica S.A. (the largest State-owned electricity producer) on an A to Z tax optimization plan for the implementation of its “Debt Restructuring Scheme” in relation to the EUR 1,200,000,000 debt towards various foreign and local creditors, including advice on tax effects in relation to state aid, profit and withholding tax, VAT and customs duties issues, from the perspective of the debtor, as well as its creditors.
Retained by Total, one of the six “supermajor” oil companies worldwide, for the acquisition of Petrom LPG, main player on the domestic market of liquefied petroleum gas distribution, specifically with respect to the target’s tax compliance for the past 5 years.
Assisting NOKIA (a leading mobile phone producer) with respect to structuring the customs operations of its Romanian subsidiary in line with existing European arrangements of its group, as well as obtaining related customs licenses, authorizations and permits.
Assisting GlaxoSmithKline, one of the world's leading pharmaceutical and healthcare companies, to identify and optimize tax effects in relation to the spin-off of its pharmacies chain and the creation of its Romanian subsidiary.
Advising Boston Scientific Corporation, a world leading producer of medical equipment, in connection with the Romanian tax regime applicable to a triangular distribution structure to be implemented for distributing products in Romania.
Advising Mega Image, the Romanian network of the major international food retailer Delhaize Group, in connection with restructuring and winding-up a number of entities within the group, which involved analyzing and optimizing the tax effects with regard to profit tax, VAT and local taxes related to the transfer of assets before and during the winding-up process.
Advised Gabriel Resources, a major Canadian mining group, on various taxation matters in relation to its investments in Romania (USD 2,000,000,000 to 4,000,000,000) concerning the exploration and exploitation of the largest gold and silver mining site in Europe (Rosia Montana), including advice on investment incentives applicable to depressed areas and successful assistance in multiple tax litigations involving VAT and profit tax.
Advising Transocean, the largest offshore drilling contractor in the world, in connection with the customs proceedings for the rig to be used for prospective drilling operations in the Romanian exclusive economic zone of the Black Sea, as well as in connection with the tax on social securities.
Advising Enel SpA (Italy), a leading energy producer and distributor, on various taxation and social security issues related to domestic and foreign employees, as well as on stock option plans.
Advising Caterpillar, a major equipment producer, in relation to the tax and customs regime of cross-border and domestic leasing in light of the new fiscal rules enacted as of Romania becoming a European Union member.
Advising Monsanto Company, a major U.S. based agricultural company, in connection with the Romanian fiscal regime related to the payment operations made between Monsanto and its Romanian subsidiary and to the relevant services agreement concluded between Monsanto and the Romanian subsidiary.
Advising Roche Romania,a subsidiary of F. Hoffmann-La Roche, the biggest pharmaceutical player on the Romanian market, with respect to rescheduling receivables to be collected from local distributors and their related tax effects.
Assisting Abbott, following extensive tax and legal due diligence, on the tax effects of the consolidation of its Romanian-based vehicles, including a representation office and a subsidiary, via transfer of assets and related personnel, an exercise meant to integrate the new Solvay business.
Advising General Motors on various tax matters in connection with the proposed privatisation of Automobile Craiova initiated by the Romanian Government, more particularly on the EUR 800,000,000 tax exposure of the proposed acquisition arising out of custom duties.
Legal assistance to PPF Partners, a major pan-European equity fund, on the whole array of tax matters resulting from its EUR 300,000,000 acquisitions in the banking, hotels, construction and utilities sectors, including post acquisition tax matters.
Assisting Sider Sipe SpA in connection with structuring the EUR 120,000,000 sale of Ductil Steel SA, the leading Romanian steel producer, with a view to optimising its tax implications and duties. Previous work included advising Sider Sipe SpA in connection with tax structuring of a cross-border financing facility granted by Unicredit Banca d’Impresa SpA for the acquisition of the total share capital of Ductil Steel SA, a top Romanian steel bars producer.
Assisting Banca Transilvania in connection with the optimisation of the tax effects arising out of the EUR 100,000,000 acquisition of BT Securities.
Retained by Arcelor Mittal (former Mittal Steel) to provide legal assistance and representation services to Mittal Steel Galati S.A. (former Sidex S.A.) in several court files against the Regional Direction of Customs Constanta in the aggregate amount of USD 16,000,000.
Advising Apple on the local tax consequences of the changes to the iTunes "affiliate program”, particularly in relation to the tax implications triggered by concluding online advertising agreements with third parties through local operating agents/representatives of Apple.
Retained by Johnson Controls, Inc., a world leader in automotive assemblies and car manufacturers preferred supplier with global presence in over 150 countries, for identifying the legal and tax requirements concerning intercompany royalty agreements involving the payment of a royalty between affiliates located in different jurisdictions.
Retained by Termomeccanica Ecologia S.p.A., part of a leading Italian group of companies operating since 1912 in the implementation and manufacturing of plants and machinery for the pumping, conveyance and distribution of water, with respect to practical issues of the Romanian VAT mechanism within an arbitration case pending before ICC.
Assisting major international players in the software industry such as Amazon, Epicor Software and Vignette Europe Ltd, with respect to various legal issues, including applicable tax exemptions for software employees, as well as employee stock options plans.
Advising numerous clients, amongst which GlaxoSmithKline, Sanofi-Aventis, SABMiller Plc, Michelin Romania, Alstom, Accor Group, Vivendi, Schneider, France Telecom, Veolia (a leading European player in environmental services), British Petroleum, Timken Company (the world’s largest manufacturer of tapered roller bearings), Citigroup Inc. etc., inter alia, on matters pertaining to employee stock option plans, which involved advice on the legal and tax implications and assistance throughout the implementation of such plans, including fulfilling the necessary formalities with the competent authorities and institutions (e.g., the National Bank of Romania), obtaining the necessary clearances and applicable passporting facilities, social security payments, etc.
Advising KBC Group NV, inter alia, on the potential tax implications of the available restructuring options concerning its Consumer Finance operations in Romania.
Representing Sony Europe before the local tax authorities during the endeavours for restructuring its activity in Romania, following the merger between two of its subsidiaries.
Advising a leading domestic food and soft drink producer in drafting and implementing the restructuring strategy of various companies within the group, aiming, inter alia, at optimizing the tax structure.
Assisting Servier Pharma, a leading pharmaceutical company, on income tax and social security charges related to various studies and services offered by doctors to pharmaceutical companies. Legal work included revising the contracts, the protocols and the companies’ internal procedures.
Assisting Ecolab, a world leading company in industrial and commercial cleaning and sanitation services, in relation to challenging a tax decision issued by the Romanian fiscal authorities for a total amount of approximately USD 8,000,000.
Advising AB Hanner, a real estate investor and developer active in Lithuania, Central and Eastern Europe, in connection with the taxation of receivables assignment, including advising on the applicable profit tax regulation, double taxation treaties and transfer pricing rules.
Legal services rendered to GE Commercial Aviation Services Limited, a major international aircraft player, in relation to tax optimization of its Romanian operations.
Representing SBS Broadcasting Media SRL, the Romanian subsidiary of ProSiebenSat.1 Media AG, in multiple litigations against the Romanian fiscal authorities regarding the annulment of debt rescheduling decisions.
Representing Atlas Solaris, a subsidiary of Atlas Estates, a real estate investor active in Central and Eastern Europe, in a complex litigation initiated against the tax authorities for recovery of VAT.
Advising VMWARE INC., one of the world’s top producers of software products, in connection with the tax implications of software product distribution in Romania via direct download from internet and qualification of payments under Romanian law.
Advising Telefonica International Wholesale Services, a major European provider of global wholesale telecommunication services, in connection with the tax implication in case of purchasing, installation and operation of telecommunication equipment in Romania.
Representing Veroskip Trading and Premier Solutions & Team, two subsidiaries of AFI Europe NV, a major real estate investor and developer controlled by Israeli billionaire Lev Leviev, in complex VAT litigation procedures against the local fiscal authority arisen from the acquisition of two land plots in Bucharest and Ploiesti for the development of major residential projects.
Retained by Elbit (Israel), a leading aircraft manufacturer, in relation to customs and tax issues arisen out of equipment being placed under customs warehouse regime.
Representing the State Patrimony and Protocol Administration Agency (RAAPPS) in several complex fiscal and civil law litigations regarding certain real estate assets confiscated by the State during the communist regime and currently administered by RAAPPS.
Advising Alka Co, a major local FMCG producer, in a fiscal litigation, having as object the annulment of customs tax calculated based on a misclassification of customs codes for imported goods.
Representing DSU Romania, part of the ThyssenKrupp group, in a judicial procedure against the seizure of stocks consisting of its patented invention of a road building material with a value exceeding EUR 6,000,000.
Advising Oracle Romania, the subsidiary of the leading IT business solution player, with respect to various tax issues deriving from collection of bad receivables and optimizing the related tax effects.
Retained by Applied Materials, a capital equipment producer serving the semiconductor, TFT LCD display, Glass, WEB and solar (crystalline and thin film) manufacturing industries, in connection with an assessment survey related to doing business in Romania, from the tax and customs perspective.
Advising DaVita, a leading provider of kidney care services, with respect to the fiscal impact in Romania of various contractual structures for appointing a country manager.
Advising L’Oreal, major cosmetics producer, in relation to customs and cross-border tax issues arisen out of inter-company license agreements.
Representing Sometra, a Romanian metallurgic producer, part of Mytilineos Holdings, before the Romanian courts of law in several fiscal litigations challenging excises and other duties to the State budget.
Advising Europharm Holding with regard to a complex fiscal litigation whereby we requested the annulment of certain administrative acts for the establishment of financial obligations related to customs duties (customs taxes and VAT) in connection with some types of medicines.
Retained by Petromin S.A. (the largest shipping company in Romania) to provide legal assistance and representation services in a USD 25,000,000 litigation case against the Romanian Ministry of Finance related to VAT, income tax and other taxes due to the State budget.
Assisting Alpha Rocas (former Abela Rocas), the sole airline catering company in Romania, with respect to various tax litigations against the Romanian Ministry of Finance, involving VAT and income tax.
Advising Electrolux, the world's largest producer of appliances and kitchen equipment, in relation to the administrative procedures for challenging the conclusions of a fiscal inspection report drafted by the fiscal authorities.