Capital Markets & Securities

Our Capital Markets and Securities Department is recognized for its solid expertise, being a strategic partner in some of the most complex and innovative capital market transactions in recent years. Our team combines a deep understanding of the regulatory framework with a personalized approach, actively contributing to the development and diversification of the local capital market, in accordance with European Union rules and standards.

With extensive experience in managing unprecedented local projects, we have supported issuers in carrying out international GDR issuances, innovative OTC derivatives transactions and the implementation of complex ISDA agreements. Each transaction was approached with professionalism and personalized solutions, strengthening our position as a leader in the field. Companies that choose to collaborate with us benefit from a team of experts who transform capital market challenges into tangible opportunities, ensuring them a competitive advantage and sustainable growth.

Our capital markets lawyers have the knowledge and skills to advise clients on complex, multi-jurisdictional transactions which require expertise across multiple practice areas. We also have international capability through fellow global law firms with which we team up often.

We advise clients in all industry sectors, on all types of securities transactions, regulatory compliance, and corporate governance issues, including:

public and private securities offerings, from IPOs, convertible issues, high yield debt offerings, employee share option plans,
general matters of securities law and corporate governance,
reporting and disclosure requirements, or
corporate governance advice to boards of directors, issuers, managers, trustees, agents etc.

Clients include local regulators, such as the Romanian State, through its various ministries, the Romanian Financial Supervisory Authority, the Romanian State, through its various ministries, reputed investment banks and underwriters, such as Goldman Sachs, Barclays, Société Générale, Raiffeisen, Citibank, or international issuers such as Nokia, Alcatel, Veolia, or Vinci.

Below you will find some of our Capital Markets practice highlights, together with a set of other representative mandates of our team.

Practice Highlights.

A selection of our deal highlights includes advising:

The Ministry of Finance, in connection with all Romanian law matters regarding the negotiations and conclusion of ISDA Master Derivative Agreements and related collaterals in view of entering into interest rates swaps, foreign currency swaps and cross-currency swaps.
A leading US-based investment banking firm, on Romanian securities law and their application to the structured securities programmes of the firm and its subsidiaries, as well as matters of reverse soliciting in Romania.
Several US banks, members of the Association of Global Custodians (including major financial institutions), in connection with the custody of securities and other assets in Romania, and risks related to the insolvency of Romanian custodians.
The Ministry of Economy and a major Romanian utility company, in connection with the utility company’s EUR 440 million IPO, its admission to trading on the Bucharest Stock Exchange, and the issue of GDRs. This transaction was deemed by the Romanian business media as the largest capital market transaction ever conducted in Romania.
One of the largest gas and refining businesses in Romania, in connection with the EUR 90 million acquisition of the remaining free float of its refining subsidiary.
The Ministry of Economy, in connection with the secondary public offering on the Bucharest Stock Exchange for the sale, by the Romanian State, of 15% of the shares held in the national gas transmission and grid operator, as well as the sale of 15% of the shares held in the national electricity transport and system operator, with a total transaction value in excess of EUR 109 million (the largest capital markets transactions at the time).
The Ministry of Economy, in connection with the public offering for the sale of 10% of the share capital in 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 Communications and Information Society, in relation to the proposed IPO for the sale by the Romanian State of 46% of one of the top three telecom operators in Romania.
The Romanian Financial Surveillance Authority (FSA), in connection with various capital markets regulatory matters, the settlement of a set of significant disputes with Fondul Proprietatea (the largest closed-end listed fund in Romania, managed by Franklin Templeton), as well as with the Court of Accounts in connection with the tasks and duties of the Authority in the context of the AIMFD Directive and the implementation in Romania of the Alternative Investment Fund Managers rules.

The Ministry of Transportation, in connection with the initial public offering (IPO) on the Bucharest Stock Exchange for the purposes of the sale by the Romanian State of 20% of the shares held in the national Romanian airline company, with a total estimated value of EUR 20 million.
A leading global brewing company based in UK, in connection with the acquisition of an absolute majority stake in a local Romanian beer producer. The firm advised on all capital markets issues related to the structuring and implementation of the entire acquisition process, including mandatory public offering, squeeze-out, and final delisting from the Bucharest Stock Exchange.
A major chemical sector company based in Poland, on matters of Romanian law pertaining to contracting a PLN 1.59 billion (EUR 373 million) bank credit facility for refinancing its existing debt consisting of high-yield bonds and revolving credit facilities, and financing working capital needs.
Three main investment funds in Romania, listed on the Bucharest Stock Exchange, in connection with the implementation of compliance aspects of Directive 2011/61/EU on Alternative Investment Fund Managers, which sets the legal framework for authorization, surveillance, and control of alternative investment fund managers.
The Romanian National Securities Commission, in connection with the initial public offering of a local industry company for its flotation on the Bucharest Stock Exchange, including issues related to the public offer prospectus, offer validity, and public offer allocation and settlement.
The largest bank in Romania, listed on the Bucharest Stock Exchange, in connection with the structuring and preparation of a EUR 30 million convertible bonds issuance to be placed both to institutional investors and to other shareholders and investors.
A major Austrian oil and gas corporation, on a successful capital increase of EUR 750 million through the issuance of new shares on the Vienna Stock Exchange.
A large business process outsourcing company from India, in connection with a USD 600 million initial public offering on the New York Stock Exchange.
A leading U.S.-based investment company, on various capital markets matters related to a broad range of commodity and currency forward, option, or swaps transactions documented by ISDA Master Agreements.

Other representative mandates of our Capital Markets practice includes advising:

A leading Japanese e-commerce and online retail company, in connection with their share offering program to group employees, officers, and directors. The mandate covered all regulatory matters including securities and financial laws, labor law, tax matters, and the structuring and implementation of such offering in Romania.
A US-based financial services company, in connection with the offering of its Shared Ownership Program in Romania.
A leader in the payment and transactional services industry from France, in relation to their share offering to group employees, including Romanian employees. The mandate included advising on various capital markets regulatory issues and tax matters regarding the implementation of the employee shares offering in Romania.
A global provider of construction, engineering, and consulting services, with respect to the implementation of a share offering program in Romania.
An international investment firm, on the launch of a trading platform for shares and crypto assets across Europe, emphasizing Romanian law as it applies to crypto assets offered to retail clients in all EU jurisdictions. The mandate also covered possible passporting requirements for cross-border services.
A leading provider of mission-critical filtration solutions, in connection with an exchange of existing awards under an omnibus plan for units in special purpose vehicles. The mandate covered capital markets issues concerning the structuring and implementation of the plan, as well as related tax matters in Romania.
A syndicate of international lenders, in relation to the implementation of a Senior Facilities Agreement, Note Purchase Agreement, and Intercreditor Agreement for obligors established in Romania. The mandate included preparing and negotiating financing documents, the Romanian security package, issuing enforceability opinions, and assisting with the fulfillment of the CPs related to the Romanian obligor.
The board of an international corporation, with respect to applicable Romanian corporate requirements when placing the company’s financial resources into publicly traded issues with a higher risk profile.
A U.S. financial services firm, providing regulatory considerations with respect to the administrative services it provides to various corporations regarding their employee stock benefit plans.
One of the top 5 investment funds in Romania, listed on the Bucharest Stock Exchange, in connection with a share buyback public offering, allowing shareholders to receive cash or exchange their shares for shares in other listed companies in the fund’s portfolio. The role included advising on the implementation of the offer, regulatory requirements, and interaction with the Financial Supervisory Authority.
The Ministry of Economy and the Office for State Ownership and Privatization in Industry, in connection with the secondary public offering on the Bucharest Stock Exchange for the sale, by the Romanian State, of 15% of the shares held in the National Electricity Transport and System Operator. The transaction was oversubscribed and successfully closed for EUR 37.7 million.
A major rail industry company, in the acquisition of the controlling stake in two companies listed on the Rasdaq market. The advice covered all take-over issues specific to the Capital Markets practice, from deal structuring and execution to post-acquisition matters, including mandatory take-over offerings and minority shareholding squeeze-out.
An international investment company based in Israel, in connection with the preparation of its shelf prospectus for offering various shares, options, debentures, and convertible debentures on the Tel Aviv Stock Exchange, raising USD 250 million.
A leading pharmaceutical producer from France, on various capital markets issues and regulatory matters specific to the Romanian market, following its take-over of a local pharmaceutical company for over EUR 17.4 million.
A Belgian financial conglomerate, in connection with the acquisition of a local independent securities broker and a Romanian-based asset management company managing open-end investment funds active on the Romanian and European capital markets.
A group of Nordic financial service companies, in connection with the issue of debt instruments involving an issuer with Romanian presence.
An iconic automotive industry brand, in connection with the prospective implementation in Romania of an offering of shares to its local employees.

A leading French multinational conglomerate, in connection with various capital markets regulatory issues and tax matters regarding the implementation of an employee shares offering in Romania. The advice focused both on structuring and implementing the share plan in Romania.
A global market leader in information technology based in UK, in connection with various capital markets regulatory issues and tax matters regarding a contemplated offering of shares reserved to employees in Romania.
A global telecommunications equipment giant from France, in connection with various capital markets regulatory issues possibly entailed by the contemplated amendment of their 2014 performance shares plan, following the acquisition by a Finnish multinational telecommunications company.
A leading European supplier of plastic packaging from the UK, in connection with the contemplated extension of their Unapproved Executive Share Option Scheme to group employees based in Romania.
A global leader in digital services, in connection with the implementation of various annual employee share offerings in Romania.
A global advisor on international share plans, in connection with the implementation of employee share plans by various global corporations to their Romanian-based employees.
A major French electronic systems company, in connection with the implementation of various annual employee share offerings in Romania.
A transnational company with activities in water, waste management, public transport, and energy services, in connection with the implementation of various annual employee share offerings in Romania.
A global company involved in concessions, construction, and engineering, in connection with the implementation of various annual employee share offerings in Romania.
A financial services company, in connection with compliance with Romanian capital markets, fair competition, consumer protection, and publicity laws for the promotion mechanism envisaged by the client for implementation in Romania.
One of the top 5 investment funds in Romania, listed on the Bucharest Stock Exchange, in connection with capital and regulatory market matters regarding the structuring and enforcement of its strategy on the shares held within its extensive portfolio of companies.
Two financial institutions from France and Romania, in connection with the initial public offering (IPO) related to the issuance of a stake in the share capital of a leading state-owned energy producer in Romania. The mandate included drafting a legal due diligence describing the legal regulatory framework and assisting throughout all steps of the public offering process.
One of the main investment funds from Romania, listed on the Bucharest Stock Exchange, in connection with capital market matters connected to the shares of the fund within various companies listed on the Bucharest Stock Exchange. The mandate also included legal representation of a company from the investment fund in a claim file of certain shares held by some minority shareholders and the recovery of dividends distributed to them.
A leading banking institution from the UK, in connection with service supply to owners and services for share accounts offered to the employees of companies from Romania by the issuing employers, covering capital market and Forex matters in the context of transborder service supply from another EU member state.
A market leader in the Romanian spirit drinks industry, in connection with the buy-out from the stock exchange and further delisting of one of its affiliates via public offering.
An international investment firm, in connection with the take-over of several targets in the banking, hospitality, and construction sectors, totaling over EUR 300 million via transactions conducted on the capital market.
A top real estate company in Romania, in connection with the listing process of the company on the AeRO alternative system managed by the Bucharest Stock Exchange, following legislative changes requiring companies formerly listed on the Rasdaq market to choose between delisting, listing on the BSE, or on the AeRO alternative trading system.

Mușat & Asociații is “well known for assisting the Romanian state with a series of high-profile privatizations” and is “involved in a lot of high-profile IPOs”.

IFLR 1000

“Mușat & Asociații is one of the most active firms in Romanian capital markets, with significant know-how in a wide range of equity matters”.

Legal 500

Clients about Mușat & Asociații: “You can't go wrong with Mușat, it always leaves a good impression.”

Chambers & Partners

“I definitely recommend this law firm for capital markets. Involved in a lot of high-profile IPOs.”

IFLR 1000

“Mușat & Asociații has been busy with some large deals in the Romanian M&A market.”

IFLR 1000

Mușat & Asociații: “a firm with international standards and an important local player”.

Chambers Europe

“This team is outstanding in all respects, and will never let you down. The lawyers put in the effort and hours to get the best results for their clients.”

Chambers Europe

Clients believe the firm to be “professional, with a great team of lawyers displaying depth of knowledge”.

Legal 500

“We appreciate their reliability, their innovative approach and their responsiveness, together with their proactive attitude.”

Chambers Europe

Sources say: “We choose Mușat & Asociații because of its impeccable service. Prompt, innovative and practical, it always suggests several solutions to fit our business strategy.”

Chambers Europe

“We have benefited from the team’s advice at every stage of the transaction and are very satisfied with the results”, commented one client.

Chambers & Partners

Clients about Mușat & Asociații: “We tend to deal with them on an emergency basis when something has gone wrong, and they are always accessible, which is very good. They understand urgency.”

IFLR 1000

Clients about Mușat & Asociații’ lawyers: “High level of professionalism and involvement, innovative spirit and original solutions.”

Chambers & Partners

Mușat & Asociații has “a dominant share of the country's business” and “garners much respect from its competitors and clients”.

IFLR 1000

Clients praise the firm for its “quick understanding of the needs of the client, strong competence on Romanian law, and familiarity with international legal practice in acquisitions”.

Legal 500

Clients say they feel confident in the hands of this results-oriented team: “We are always on the right track and well looked after. We are regularly updated and consulted on all questions."

Chambers & Partners

“Mușat & Asociații delivers great service in a very tough environment.”

Chambers Europe

Clients are impressed with “highly competent, serious and reliable” lawyers at Mușat & Asociații.

Legal 500

Mușat & Asociații has “a strong understanding of the local business and legislative environment”.

Legal 500

“I thought they handle all the sides of a deal very well”, says one client. “They were innovative and commercially minded throughout”.

IFLR 1000

The firm has built up a reputation of being capable across all areas.

IFLR 1000