Corporate, Commercial and M&A

We have highly skilled attorneys with extensive experience, eager to dedicate their time and best efforts, in providing high-end legal services, to our diversified portfolio of clients, from nearly every sector of the economy, local and international companies with respect to the activities performed in Romania.

Our Mergers & Acquisitions attorneys have the knowledge and ability to approach every transaction from start to closing, working side by side with our clients, to make sure that their objectives are fully achieved.

The team provides clients with tailored legal advice to exceed their expectations, starting with the set-up of the legal entity, following with corporate and commercial advice on complex commer­cial contracts, mergers and acquisitions, divisions, joint ventures, corporate finance and so on. We are well-versed providing legal advice in complex corporate structures, cross – border transactions, shareholder agreements, day-to-day consultancy and so on.

Our M&A knowledge is a key practice within our firm. We have experience in all stages of the acquisition process, starting with sale and purchase agreements, to due-diligence reports, legal opin­ions, mortgage agreements, business transfers, mergers or divisions with private, state owned or with companies in insolvency, joint venture agreements in different industries and regulatory issues.

Legal500 ranked Pavel, Margarit & Associates Romanian Law Firm on top places in Romania in Corporate, Commercial and M&A practice area.

„Pavel, Margarit & Associates Romanian Law Firm knows all the legal details. The team handles transactional, merger and shareholder matters.”
Source Legal500 2018

„Pavel, Margarit & Associates Romanian Law Firm is at the top of its game, applying brilliant ideas when needed.”
Source Legal500 2017

M&A LEGAL SERVICES:

• Private or public Mergers & Acquisitions
• Conducting due – diligence reports
• Sale and Purchase Agreement (SPA), legal expert support at all stages of the transaction, from pre-deal work through post completion
• Private equity
• Divestures and Spin-Offs
• Joint Ventures
• Cross – border transactions
• Memoranda
• Legal opinions with regards to complex legal issues

CORPORATE AND COMMERCIAL LEGAL SERVICES:

• Incorporation and restructuration of corporate entities
• Shareholders agreements
• Corporate governance legal issues
• Shareholders dispute resolution
• Mortgage agreements over shares or corporate assets
• Cross border transactions and commercial contracts
• Corporate and commercial compliance
• CEO’s and Administrators Liability
• Commercial Contracts Litigation
• Breach of contracts
• Share buybacks
• Cancellation of Board Decision
• Negotiating investors contractual rights
• Day-to-day consultancy

M&A:

• Assisted and represented a multi-commodity resource exploration and development company, focused on Romania, Zimbabwe, Zambia and other jurisdictions, in a transaction of acquisition of shares, through which became the sole shareholder of a mining and exploration company;
• Advised a major Romanian iron and steel wholesale warehouse and manufacturer, in a complex transaction concerning transferring the business, assets, and mortgages from another company to his portfolio;
• Advised an AIM listed mining and resource development company, in a merger with an ex state owned Romanian mining company;
• Assisted and represented one of the top hypermarkets in Romania in an acquisition of shares transaction;
• Advised an AIM listed mining and resource development company, with a broad portfolio of exploration and development projects in Romania and additional interests in Southern Africa, into a complex share acquisition project. Drafted SPA, mortgage agreements, taking over of debt contracts, shareholders loans, other shareholders agreements, due diligence reports and legal opinions;
• Assisted and represented a Greek investor, activating into the beauty sector, in a transaction of acquisition of shares;
• Performed an extensive due-diligence legal report, for an international investor, regarding the acquisition of a Romanian cold storage project;
• Assisted a major Italian energy player, in the acquisition of shares and becoming sole share­holder in a green energy project in Romania;
• Provided legal opinions regarding complex commercial agreements as to the legality, validity and enforceability of each transaction documents, with the capacity of each parties to enter into transaction documents and much more.
• Advised an AIM listed mining and resource development company in a pre-payment agreement for the purchase price of concentrates to be delivered under certain contracts.
• Advised in complex transactions involving share pledge agreements for the purpose of securing all obligations, advances or other financial accommodations under or in connection with the transaction documents.

 

CORPORATE AND COMMERCIAL:

• Advised an AIM listed mining and resource development company, in drafting and negotiating the clauses of an agreement having as object taking over of debt and movable mortgage over shares;
• Advised a leading mining company in providing the legal actions against one of its shareholders arising from an assignment agreement;
• Assisted and represented a major Romanian wholesale and retail manufacturer of natural stones with increasing capital by loan conversion of the shareholders, reviewed the shareholders loans and corporate loans;
• Advised the subsidiary of a top Spanish construction machinery rental, in compliance legal audit, consisting in reviewing all the commercial contracts;
• Advised a leading Italian global construction company in a complex joint venture agreement;
• Advised a Romanian retail company, in their operations of supplying of non-alimentary products and services with Carrefour Romania S.A;
• Assisted the sole shareholder, an international leading Bank, in the process of dissolution of one of its subsidiaries in Romania;
• Advised a Romanian leading retail company, in their franchise legal operations in Romania;
• Advised a US telecommunication and IT leading company, in establishing its operations in Ro­mania;
• Advised a leading software and IT company, in corporate and commercial compliance annually certification;
• Advised a leading Romanian IT retail company in unfair competition regulatory issues;
• Advised an AIM listed mining and resource development company with a broad portfolio of exploration and development projects in Romania and additional interests in Southern Africa, in a multi-million Euros Debt Assignment Agreement;
• Advised a top supermarket in Romania in a transaction with New Europe Property Investments (NEPI) a South African investment fund with operations in Romania;
• Advised a leading international healthcare provider in relation with the relevant Romanian public authorities, in order to start performing medical activities in Romania and obtain the necessary authorizations, assisted in the day-to-day activity;
• Advised and assisted various international medical devices, manufactures and distributors, in relation to the commercial activity performed in Romania and the necessary authorizations to be obtained from the relevant authorities in this respect;
• Advised and assisted local and international healthcare professionals in relation with the public and/or private local hospital or private clinics.