Gesellschaftsrecht, Handel und M&A

• Assisted and advised one of the largest retailers of electric vehicles in Romania with their operations in Eastern and Western Europe, with their entry into the largest retail stores and with the acquisition process of the 50% of shares in a company.
• Assisted a major Romanian iron and steel manufacturer in a group restructuring process following the acquisition of an NPL real estate portfolio from a private equity fund. Our services included the merger scenarios, preparation of a legal due diligence report, drafting and negotiating the transaction documents, corporate approvals, regulatory matters. We assisted in all stages of the deal, including pre-closing, closing and post-closing matters and various corporate and commercial matters (including the restructuration process, intergroup commercial agreements, advice and assistance on corporate governance and compliance issues).
• Assisted an U.S. global provider of critical weather intelligence to businesses, government agencies, and consumers specialized in dual-polarimetric radars, meteorological detection, visualization and data distribution systems provider, including integration services for meteorological organizations worldwide, in a cross-border transaction. In terms of the joint venture agreement, our role was to advise on the rights and obligations arising from the aforementioned regarding the installation and operation of weather radars in Romania and the corporate, commercial and regulatory matters implied.
• Assisted a multilevel marketing (MLM) consulting company in concluding a joint venture agreement with an IT development company for creating a social network platform that uses customized and innovative tools for networkers. We advised on the structuring and documentation of the joint venture (contribution agreements, shareholders agreement). The services provided also involved assistance with the corporate approvals, corporate governance and compliance matters, drafting the terms and conditions for using the service, regulatory framework and day-to-day corporate issues.
• Assisted an important African tea trader in Romania in a cross border project (Romania and South Africa), in the acquisition of 50% of the company shares from a Romanian investor. Our services included drafting and negotiating the sale-purchase agreement, the increase of share capital agreement, due-diligence of the company before total takeover. We advised on the structuring, preparation and negotiation of all the transaction documents.
• Assisted a major real estate developer in Spain, with international operations, as well as on the Romanian market, with matters pertaining to corporate and commercial field including the dissolution and liquidation of the Romanian subsidiaries.
• Assisted a leading UK company, with operations in mineral resources and gold exploration, in the 100% acquisition of a Romanian gold exploration company. We advised on the structuring, preparation and negotiation of all the transaction documents, in one of the leading M&A transactions successfully concluded in the gold exploration industry, in the past years. It was a cross border transaction spanning two jurisdictions Romania and the U.K.
• Advised and assisted a leading operational mining exploration and development company in Romania in a group restructuring process, following the merger through a former Romanian state-owned mine. In the first phase, we assisted in relation to the transfer of shares operations, prior to the conclusion of the merger. In addition to that, we advised with corporate matters such as voting rights, compliance regarding the frequency of general meeting of shareholders and protection of the majority shareholders rights. In the second phase, our role was to assist with the successful conclusion of the restructuring process, from a Corporate and M&A standpoint. Lastly, we advised on all post-closing matters, analyzing the implications of the merger and the takeover of the debts of the former state-owned mine company.
• Assisted and advised the shareholders of several Brewery Houses in Austria, in establishing their operations in Romania. Our services included establishing a Brewery House company with all related commercial, corporate governance and regulatory matters regarding their entering into the Romanian market.
• Advised an important Romanian Bank listed on the Bucharest Stock Exchange, in a complex procedure of dissolution and voluntary winding up of one of the bank subsidiaries.
• Assisted a leader in the logistics service industry in Europe, with main offices in Greece, in connection with all commercial, corporate governance and regulatory matters regarding the establishment and operations of its subsidiary in Romania.
• Assisted one of the major private higher education institutions of public interest, in all corporate and regulatory matters in order to develop a construction project, consisting in building in the student campus.
• Assisted a top Romanian producer of canned vegetables, in a share acquisition transaction. We advised on all corporate matters pertaining to the capital increase procedure, in order to bring on a new investor in the company, advising throughout the entire process, including the post-closure conditions.
• Assisted a major Romanian mining company that operates polymetallic mining in Suceava county, northern Romania, regarding the legality, validity and enforceability of a Share Pledge Agreement to be concluded in order to secure a multi-million debt.
• Assisted a major Romanian mining company in a multi-million USD transaction regarding the sale-purchase of ore concentrates.
• Assisted a top international company performing activities related to mineral resources, in several multi-million EUR loan agreements. The agreements were concluded between several member companies of the same group. We revised and negotiated the terms and conditions of the loan agreements from a commercial perspective, drafted the loan agreements, the shareholders decision for approving the loan agreements, reviewed the companys documents necessary for the signing of the loan agreements and drafted several legal opinions with respect to the signing of the loan agreement.
• Assisted a top 3 Romanian supermarket specialized in the commercialization of products for children regarding several lease contracts with one of the largest malls in Romania. We revised the contractual clauses of the lease agreement, identified and negotiated the abusive clauses, mitigating all risks arising from the deal.
• Assisted a major Romanian heavy industrial manufacturer, in negotiating and concluding the diminishing of the monthly costs of the loan agreement contracted with a major Romanian bank. We analyzed all the legal provisions of the loan agreement, applicable legislation, doctrine and judicial practice, to conceive, implement and monitor the best strategy for our Client, so that he could obtain the reduction of the monthly costs represented by the loan rate either by denomination of the contract or by reducing the interest, determined by the bank on a discretionary basis at a very high value.
• Assisted a top Romanian iron and steel manufacturer with respect to the legality, validity and enforceability of an Assignment Agreement. Our role was to negotiate the terms and conditions of an assignment agreement for our Client.
• Assisted and represented a group of companies: a Romanian mining company, and two different AIM listed mining and resource development companies, in drafting and negotiating the clauses of an agreement having as object taking over of debt and pledge over shares, signed between the parties and another shareholder. The law firm provided legal assistance and advice to the group of companies and offered legal solutions to prevent the risks the group was exposed to and made proper recommendations so the client fulfilled his target.
• Advised an AIM listed mining and resource development company, in negotiating the clauses of a pledge of shares agreement signed with a shareholder. Our role was to ensure the position of the Client respectively in case of nonfulfillment of the obligations assumed by the shareholder, the Client could enforce the pledge. The value of the agreement amounted to over EUR 700,000.
• Assisted and represented a leading Romanian mining company with the legal actions against one of its shareholders arising from an assignment agreement. We provided legal assistance with regard to the contractual and legal possibilities of the creditor, to act against the Client, as Guarantor and Debtor, due to non-fulfillment of the obligations undertaken by the Client through the Agreement, respectively the payment of an outstanding debt. The value of the assignment agreement closed was amounting USD 2.5 MIL.
• Advised a branch of an AIM listed mining and resource development company, in reviewing a share sale purchase agreement closed between one of its shareholders and another company in the group. We provided legal assistance to the Client with reviewing the obligations undertaken through the Agreement, by each party, in order to establish the conditions under which the price of the Agreement was owed. The contract value was EUR 1.2 MIL.
• Assisted and represented a major Romanian construction company, regarding companys day-to-day business operations, revising the contracts signed by the company with the beneficiary of the construction works, with regard to the rights and obligations of the parties, drafting the sale and purchase agreements having as object purchase of equipment and machinery amounting over EUR 700,000.
• Assisted and represented a major Romanian iron and steel wholesale warehouse and manufacturer in transferring the business and the assets from another company to his portfolio in a transaction in value of around EUR 1,3 million. Our role was to secure the transaction, draft the sell purchase agreement for transferring the assets of the seller to the client assets.
• Assisted and represented the subsidiary of one of the top Spanish construction machinery rental companies, with compliance issues. Assisted the client in companys day-to-day operations on various commercial and corporate matters, advising in various compliance issues, granting legal opinions regarding the applicability of Romanian legislation and so on.
• Assisted and advised an international investor, with an extensive due-diligence legal report for the acquisition of a Romanian cold storage, partially built with financing from The Payment Agency for Rural Development and Fishing, valued at EUR 5 MIL. We analyzed if the financing contract with The Payment Agency for Rural Development and Fishing was still in force, the stage of the completion of the construction works, the validity of the construction permits, the interdiction during the monitoring period of the project by the State Agency. The law firm had to prevent the investor about the risks exposed to and to make the proper legal recommendations.
• Assisted a major Italian energy player in the acquisition of a photovoltaic Project of 2,45 MW in Braila County in Romania, valued at EUR 400,000. We assisted and represented the buyer, drafting the sell purchase contract of the shares and with compliance of the legal documents. The acquisition was conditioned by the obligation of the seller to obtain all the authorizations required and the license of energy supplier.
• Assisted and represented a pharmaceutical wholesaler and warehouse, in companys day-to-day business operations, including interpretation of the provisions mentioned in the Guide of good practice for wholesale distribution of medicine issued by the National Agency for Medicines and Medical Devices, the methods of monthly reporting and procedures for suspension of the license for wholesale distribution of medicine, compliance on various legal issues, interpretation of specific legislation, corporate documents drafting, reviewing sale purchase agreements, advising on specific regulations concerning import and export of the medicines, transfer of manufacturing license, manufacturing under license and so on.
• Assisted, the sole shareholder a German bank in the process of dissolution of one of the subsidiaries operating in the financial services.

Assisted an US wired telecommunications carrier company on the incorporation of the Romanian branch.