Areas of practice: Corporate & Commercial Law, Energy & Natural Resources, Mergers & Acquisitions Shipping, Aviation & Transport Law, Insurance
Phone: +40 21 202 59 00
Fax: +40 21 223 04 95
Address: 43 Aviatorilor Boulevard, 1st District, Code 011853, Bucharest, Romania
Andrei Ormenean has a significant experience in the field of corporate and commercial law, assisting national and international clients from various industries in countless local transactions or with cross-border elements. In his more than 12 years of professional experience, Andrei has been mainly involved in M&A transactions (mergers & acquisitions), group-level reorganizations, as well as the negotiation of commercial contracts, Andrei’s clients including public and private companies, from blue chip multinational corporations to local companies, private equity funds as well as sovereign wealth funds.
Having a deep understanding of corporate and commercial law, as well as local and international markets, Andrei constantly advises clients on a full range of issues related to the day-to-day running of companies such as shareholders agreements, shareholding restructuring/protection of minority shareholders/shareholding structures, management and administration of entities as well as aspects regarding special corporate vehicles (SPV), being constantly appreciated by customers for its lateral thinking.
Andrei is also specialized in aviation issues, constantly assisting both domestic and international customers in a wide range of transactions.
- Law Degree – Babes-Bolyai University, Cluj-Napoca (2007)
- Experience within Muşat & Asociaţii: 11 years
- Partner, Muşat & Asociaţii – 2022 – to date
- Managing Associate, Muşat & Asociaţii: 2017 – 2021.
- Senior Associate, Muşat & Asociaţii: 2012 – 2016.
- Expericence with Popovici Nițu Stoica & Asociații: 4 years.
- Associate, Popovici Nițu Stoica & Asociații: 2008 –2011.
- English, French and Romanian
Recent relevant mandates of Andrei include advising/representing:
- The global leading online retailer, in connection with a wide array of corporate and compliance legal matters, including the set up and expansion of its software development center in Iasi, the internal reorganization of Amazon.Com, Inc. that involves the conversion of a Delaware corporation to a Delaware limited liability company and the subsequent merger of the resulting company into another Amazon subsidiary and the latest restructuring (by way of a demerger) of its corporate entities and related business areas in Romania.
- The leading global technology company that specializes in Internet-related services and products, in relation to numerous corporate matters pertaining to the operation of its Romanian entity, Google Bucharest.
- A worldwide renowned consumer electronics & fitness company in relation to various numerous corporate matters pertaining to the operation of its Romanian entity.
- The Romanian-based subsidiary of the largest US telecommunications company, with respect to ongoing corporate and regulatory issues regarding the localization of its global services agreements.
- Sony, in connection with corporate governance matters, including the latest business and corporate restructuring namely the transfer of its Romanian branch to Sony Europe B.V., following the cross-border merger of Sony Europe Limited with and into Sony Europe B.V., by means of which the latter has acquired/absorbed all Sony Europe Limited’s assets and liabilities, rights and obligations.
- A German multinational wholesale/cash and carry group, in connection with the outsourcing of its IT infrastructure, including the relevant employees to an external IT service provider.
- A global leader in technology and engineering, in a carve-out sale of its operations based in France and in UK to an international manufacturer and distributor of electric motors.
- A multinational computer technology company, in connection with a carve-out sale of its business and its transfer (as a business) to NTT Data. We provided legal advice from a corporate and regulatory perspective at all stages prior to the business transfer, in order to fulfil all the conditions required for the takeover by NTT Data.
- A publicly traded multinational medical devices and health care company, on the local implementation of the partial spinoff of its biopharmaceutical business and the follow-up corporate day to day activity.
- An American publicly traded biopharmaceutical company, on both entity selection (options available, corporate governance rules etc.), business model adaptation to Romanian legislation, tax matters, actual formation and company set up support and the related day to day corporate activity.
- The leading company on the international market of express, overland transport and air freight, with respect to corporate issues, as well as assistance in drafting and negotiating various commercial contracts including the latest integration of the local business in FedEx entities following the takeover by FedEx of the worldwide business of TNT.
- An American biopharmaceutical company focused on researching and developing antiviral drugs on the setting up of its presence in Romania as well as of day to day corporate matters pertaining to the management and funding of the local company.
- A telecommunications company that operated Europe’s largest cloud services platform, with respect to various corporate restructuring and corporate governance matters for its Romanian subsidiary.
- An American–Dutch truck trailer rental, leasing, and sales company in connection with various corporate & commercial aspects of its business in Romania, such as localisation of their rental terms & conditions as per the Romanian market particularities, assistance with respect to the sale of their assets to various business partners, advice in connection with insurances related claims as well as with respect to corporate matters for the day to day activity of its Romanian subsidiary.
- A Japanese multinational conglomerate company, in connection with the acquisition of the majority of the power grids division of a leading global technology company, implying a carve out of its power grids division into a newly incorporated company, followed by the acquisition by the client of 60-80% of the equity of this company.
- An American, information, data and market measurement firm in its day to day activity in Romania and various corporate and regulatory aspects on the local legislation.
- The world’s leading provider of technology for reservoir characterization, drilling, production and processing to the oil and gas industry, in connection with the performance of all required formalities and actions from a corporate perspective in order to effect the merger by consolidation undergoing between 2 (two) Romanian subsidiaries of Schlumberger.
- A major agricultural company, in connection with an intra-group restructuring project, involving, among others, the indirect transfer of interests in the Romanian subsidiary, and also in connection with the distribution of dividends by the Romanian subsidiary to its shareholders.
- The largest American MLM company in the business of health, beauty, and home care products for the corporate aspects regarding its day to day activity in Romania.
- A commercially and technologically independent group of companies located in Berlin, active in energy, natural gas, water, mining, cement and transportation, in connection with the prospective acquisition of the state-owned Moldomin mining operations (the second largest copper ore mining site in Romania).
- An important Romanian pharmaceutical distributor, in connection with the acquisition of the 100% of the shares of one of the largest and most esteemed pharma products distributor in Romania. The process involved a full due diligence exercise on all areas of practice as well as a tight coordination with purchaser’s tax counsel retained for this acquisition. Aside from the above, considering the particularities of the project and the cross-border impact of such, the process further involved coordinating various legal and tax counsels abroad in order to effect and implement the procedural steps.
- One of the leading certification providers in Europe, with consolidated local presence in Romania, in connection with the takeover of various shareholding stakes and the restructuring of its business in Romania.
- The Romanian distributor of a renowned power tools company, on its day to day corporate business, including the implementation of a various corporate amendments required to obtain the prerequisite approvals and endorsements for the sale of metal detectors.
- A global provider of information technology services, on the corporate and commercial aspects regarding the separation of its Caprock activity segment through to its local branch, in preparation for its transfer to SpeedCast International, Inc.
- A designer and producer of hi-tech systems and components for the automotive sector and a major supplier to leading carmakers globally, on the incorporation of its entity in Romania and related corporate day to day activity.
- A top manufacturer in the field of pumps and pumping systems for heating, air conditioning and cooling, water supply and wastewater, in various corporate aspects in connection with the local management of the Romanian entity and the restructuring of their representation powers/limits.
- A Romanian entrepreneur for the purpose of consolidating and restructuring their participation in a group of companies in the business of technical and engineering services, mainly in connection with military purpose projects. We have also assisted the client in various other corporate restructuring processes on the management side of the group companies as well as for various comercial/business legal aspects.
- The largest Italian telecommunications services provider in revenues and subscribers, in connection with its day to day corporate business in Romania.
- The local subsidiary of a Spanish publicly listed company in the business of manufacture of railway vehicles and related equipment for its day to day corporate activity in Romania.
- A state-owned company and a national development fund acting as programme operator for the green industry innovation programmes in Bulgaria, Poland and Romania on set-up of a local representative office in Romania to be in charge with the EEA Grants and the follow-up corporate aspects pertaining to such local representative.
- One of the most important players in the construction industry worldwide, in connection with the acquisition of all the goods and enterprises owned by Lafarge Romania (the largest Romanian company active in the construction market).
- A Romanian entrepreneur, in the prospective sale of one of the largest foreign exchange and pawn businesses in Romania to a foreign investment fund. The process involved a preliminary vendor due diligence, structuring of the deal and the negotiations of the pre-contractual terms & conditions for the sale.
- The Romanian Ministry of Transport, regarding the restructuring process of the National Air Transport Company Tarom S.A., as a first step towards privatization.
- The Romanian Ministry of Transport, regarding the attempt to privatize the National Railway Freight Company “CFR MARFA” S.A., responsible for approximately 60% of the total freight transport in Romania.
- One of the largest pharmacy chains in Central Europe / an investment group in Central Europe, in their acquisition of the biggest wholesale distributor of medicines, the biggest deal on the Romanian pharmaceutical market in 2017/2018, with a value of more than EUR 300 million.
- The syndicate comprising Citigroup, Raiffeisen Capital & Investment and BRD – Société Générale, together with the Ministry of Economy in Electrica’s EUR 440 million IPO, its admission to trading on the Bucharest Stock Exchange, and the issue of GDRs. The transaction was deemed by the Romanian business media as the largest capital market transaction ever conducted in Romania.
- The Ministry of Economy, in connection with the public offering for the sale of 10% of the share capital in Nuclearelectrica (the national nuclear power producer) on the Bucharest Stock Exchange, for a transaction in excess of EUR 70 million (the largest capital market transaction at the time).
- The Ministry of Telecommunications in connection with the prospective sale of 45.99% of the share capital of Telekom Romania Communications S.A., the national telecommunications company in Romania.
- An embassy in Romania in connection with day to day aspects pertaining to its activity in Romania, such as the leasing of Embassy related offices, residences for the His Excellency, Ambassador of Japan in Romania etc.
- The largest Romanian chain of stores operating on the DIY market, regarding the negotiations for the conclusion of the contracts for the sale/purchase of their business class jets.
- An international commercial aircraft leasing company regarding the charter of several Boeing aircraft and engines to a low cost airline in Romania and the corresponding regulatory steps before the Romanian Civil Aeronautical Authority.
- An international leader in leasing operations, and a low-cost airline in Romania, regarding the lease agreement of a Boeing 737-400 aircraft.
- A renowned leasing company and a low-cost airline in Romania, in connection with the lease agreement of a Boeing 737-377 aircraft.
- An integrated aircraft operator in leasing and charter system, in connection with drafting a legal opinion regarding the execution of a lease agreement concluded with a Romanian company, regarding a Boeing 737-300 aircraft, as well as in connection with legal aspects regarding the registration procedure of the aircraft at the Romanian Civil Aeronautical Authority.
- One of the largest Greek airlines, in connection with various regulatory aspects pertaining to the passenger’s transportation business and the localisation of their T&C as per the particularities of the Romanian law requirements.
- An important aircraft leasing company in connection with the leasing of an aircraft to a Romanian low cost company and the related legal aspects regarding the registration procedure of the aircraft before the Romanian Civil Aeronautical Authority.
- One of the largest worldwide helicopter operators in connection with various regulatory issues pertaining to its flight operations in Romania and various corporate matters relating to its local subsidiary.
- A German aircraft construction company during the implementation of the second stage (delivery) of the procurement contract for the supply of an aircraft for the activity of in-flight verification of the air radio-navigation means and instrumental flight procedures to the Romanian Civil Aviation Authority.
- Romanian Bar Association (Admitted 2008).