Romania
Banking Law
Bank Privatization:
- Counseling on the sale of a controlling shareholding in Banca Comerciala Romana to international financing institutions and of a minority shareholding to the bank’s management and employees;
- Advising with respect to the privatization of Banc Post S.A. pursuant to a two-phase sale-purchase transaction with GE Capital Corporation and Banco Portugues de Investimento.
- Counseling on the sale of a controlling shareholding in Banca Comerciala Romana to international financing institutions and of a minority shareholding to the bank’s management and employees;
- Legal adviser to the Romanian-American Enterprise Fund in connection with the acquisition, together with Raiffeisen Zentralbank Oesterreich, of the state shareholding in Banca Agricola S.A;
- Assistance to shareholders with respect to the divestiture of their equity participation in Banca Romaneasca in favor of the National Bank of Greece;
- Counsel to the Piraeus Bank Group of Greece in relation with the acquisition of 100% of the shares of Pater Bank S.A. from General Electric Finance Corporation,
- Assistance to a number of shareholders of Banca Comerciala Ion Tiriac intending to sell their shareholdings, representing in aggregate a majority position, to a strategic investor (project not completed).
- Bank Establishment:
Advised throughout the years with respect to the establishment in Romania of:
- ABN Amro Bank (Romania) S.A;
- Raiffeisenbank (Romania) S.A;
- Demirbank (Romania) S.A;
- United Garanti Bank International N.V. Amsterdam – Bucharest branch,
- Volksbank Romania S.A.
- ABN Amro Bank (Romania) S.A;
Provided legal assistance to the following:
- the European Union, through the European Commission, on a supplemental loan agreement for the second installment of the EUR 200 million loan agreement granted to Romania;
- MobiFon, the leading GSM mobile telecommunications operator in Romania, in a EUR USD 200 million bond issuance on the Luxembourg market;
- PETROM, the Romanian national oil company, in connection with a EUR 150 million loan facility;
- Erste Bank der Oesterreichischen Sparkassen AG in a EUR 135 million loan to IDAG Immobilienbeteilingung Development Aktiengesellschaft;
- the Japan Bank of International Co-operation in a EUR 100 million financing to the Ministry of Public Works, Transportation and Housing of Romania;
- Purolite International in restructuring its EUR 52 million financial arrangements with General Electric,
- HSBC Bank in a EUR 40 million loan to the National Company Bucharest-Otopeni International Airport;
- Chase Manhattan Bank, as lead lender, to structure and implement a USD 200 million revolving credit line with the state-owned petroleum exporter and importer;
- Alpha Bank on a EURO 50 million loan granted to the Ministry of Public Works, Transportation and Housing of Romania;
- Gazprombank in connection with a financing facility to the Romanian company for gas transportation;
- Credit Suisse First Boston in connection with a USD 150 million syndicated loan to Sidex;
- Nomura’s financing of the Tofan Tire Group;
- HSBC for financing Phase 1 and 2 of the Otopeni Airport development;
- Bank Austria Creditanstalt in connection with a EUR 250 million to Raiffeisen Bank S.A.
- the European Union, through the European Commission, on a supplemental loan agreement for the second installment of the EUR 200 million loan agreement granted to Romania;
- Drafted or fully revised standard credit and collateral agreements as well as credit facility contracts together with associated guarantee agreements for specific transactions to the benefit of:
- ABN AMRO Bank;
- Citibank,
- Raiffeisen;
- Piraeus,
- Garanti.
Company Law
local counsel to
- Heineken International BV,
- Philip Morris Holland B.V. in the acquisition of the Romanian subsidiary of the Greek-based company Papastratos Cigarette Manufacturing SA.
- Heineken International BV,
- provided legal assistance to Mobifon, the leading mobile communications operator in Romania, regarding the acquisition of a substantial equity stock in Mobifon,
- assisted Buderus Heitztechnik GmbH in acquiring two Romanian companies that were distributing Buderus' products,
- represented Ruhrgas Industries GmbH in the acquisition of the metering business of ABB Handesund Verwaltungs AG,
- assisted the Romanian-American Enterprise Fund in drafting and promoting the first round amendments to the Mortgage Loan Law.
Competition Law
provided assistance to
- Microsoft Corporation in the acquisition of GeCad Antivirus,
- Philip Morris in the acquisition of Papastratos,
- Heineken International B.V. in the strategic alliance made with GETRANKE-BETEILIGUNGS AG Austria,
- Novartis in the acquisition of LEK Pharmaceutical & Chemical Company dd,
- Hewlett-Packard Company in the acquisition of Compaq Computer Corporation,
- Buderus Heitztechnik GmbH in the acquisition of two Romanian companies,
- Compaq Computer Corporation in the acquisition of Digital Equipment Corporation.
- Microsoft Corporation in the acquisition of GeCad Antivirus,
- counsel under Romanian Competition Law governing pricing, distribution and consumer protection,
- represent clients in litigation and investigation issues.
Criminal & Administrative Law
- advise clients in various administrative proceedings to obtain
- banking authorizations,
- frequency licenses,
- broker-dealer authorizations,
- tax exempt status,
- construction and environmental approvals.
Energy, Utilities & Natural Resources
- Advise Gaz de France in the acquisition of the majority stake in the Romanian gas distribution company Distrigaz Sud S.A. (ongoing project);
- Advise Nabucco Company Pipeline Study GmbH on the Romanian legal framework applicable to a gas transportation / transit project (ongoing project).
- Advise Electrica S.A. Romania in the privatization of four of its electricity distribution operators, and assists with implementations and pre-final bids negotiations;
- Advised OMV AG in the successful acquisition of the Romanian National Oil Company, Petrom;
- Advise Chase Manhattan Bank as the lead lender to structure and implement a USD 200 million revolving credit facility with the state petroleum exporter and importer company;
- Advised a consortium of international and state-owned companies to establish a liquid propane gas storage facility and construct a distribution pipeline;
- Advised Termoelectrica S.A. Romania on the sale of shares in one of its power generating subsidiaries;
- Advised General Electric Canada on a supply contract to Transelectrica Romania;
- Assisted Forest Oil International Corporation in the negotiations and conclusion of concession agreements for several petroleum fields;
Finance
- Bank Privatization:
- Counseling on the sale of a controlling shareholding in Banca Comerciala Romana to international financing institutions and of a minority shareholding to the bank’s management and employees;
- Advising with respect to the privatization of Banc Post S.A. pursuant to a two-phase sale-purchase transaction with GE Capital Corporation and Banco Portugues de Investimento.
- Bank Acquisition:
- Legal adviser to the Romanian-American Enterprise Fund in connection with the acquisition, together with Raiffeisen Zentralbank Oesterreich, of the state shareholding in Banca Agricola S.A;
- Assistance to shareholders with respect to the divestiture of their equity participation in Banca Romaneasca in favor of the National Bank of Greece;
- Counsel to the Piraeus Bank Group of Greece in relation with the acquisition of 100% of the shares of Pater Bank S.A. from General Electric Finance Corporation,
- Assistance to a number of shareholders of Banca Comerciala Ion Tiriac intending to sell their shareholdings, representing in aggregate a majority position, to a strategic investor (project not completed).
- Bank Establishment:
Advised throughout the years with respect to the establishment in Romania of: - ABN Amro Bank (Romania) S.A;
- Raiffeisenbank (Romania) S.A;
- Demirbank (Romania) S.A;
- United Garanti Bank International N.V. Amsterdam – Bucharest branch,
- Volksbank Romania S.A.
- Project Finance:
Provided legal assistance to the following: - the European Union, through the European Commission, on a supplemental loan agreement for the second installment of the EUR 200 million loan agreement granted to Romania;
- MobiFon, the leading GSM mobile telecommunications operator in Romania, in a EUR USD 200 million bond issuance on the Luxembourg market;
- PETROM, the Romanian national oil company, in connection with a EUR 150 million loan facility;
- Erste Bank der Oesterreichischen Sparkassen AG in a EUR 135 million loan to IDAG Immobilienbeteilingung Development Aktiengesellschaft;
- the Japan Bank of International Co-operation in a EUR 100 million financing to the Ministry of Public Works, Transportation and Housing of Romania;
- Purolite International in restructuring its EUR 52 million financial arrangements with General Electric,
- HSBC Bank in a EUR 40 million loan to the National Company Bucharest-Otopeni International Airport;
- Chase Manhattan Bank, as lead lender, to structure and implement a USD 200 million revolving credit line with the state-owned petroleum exporter and importer;
- Alpha Bank on a EURO 50 million loan granted to the Ministry of Public Works, Transportation and Housing of Romania;
- Gazprombank in connection with a financing facility to the Romanian company for gas transportation;
- Credit Suisse First Boston in connection with a USD 150 million syndicated loan to Sidex;
- Nomura’s financing of the Tofan Tire Group;
- HSBC for financing Phase 1 and 2 of the Otopeni Airport development;
- Bank Austria Creditanstalt in connection with a EUR 250 million to Raiffeisen Bank S.A.
- Standard documentation
- Drafted or fully revised standard credit and collateral agreements as well as credit facility contracts together with associated guarantee agreements for specific transactions to the benefit of:
- ABN AMRO Bank;
- Citibank,
- Raiffeisen;
- Piraeus,
- Garanti.
Foreign Investments
- local counsel to
- RadiciNylon S.p.A., a member of the Radici Group of Italy in the acquisition of Fibrex S.A., a publicly traded company and the leading Romanian manufacturer of synthetic fibers,
- Kraft International Foods in the acquisition of a Romanian confectionery,
- Lafarge S. A., leading cement manufacturer, in the USD 200 million acquisition of Romania’s premier cement company,
- Romanian Ministry of Communications, as part of the Goldman Sachs international consortium, in the restructuring and privatization of RomTelecom R. A.,
- Strabag AG in connection with the development of a motorway project between Bucharest and Ploiesti,
- consortium formed by Ashtrom International and Roichman Bros (Shormron) Infrastructures to assist in connection with the implementation of the motorway project between Predeal and Brasov,
- Romanian State Ownership Fund in the privatization of BancPost S. A.,
- Procter & Gamble in the acquisition of a Romanian detergent manufacturing company.
Insurance Law
- performed legal audit of two Romanian insurance companies to comply with regulatory norms and methodologies
Intellectual Property
- local counsel to
- Microsoft Corporation in the acquisition of the intellectual property assets of the Romanian software producer GeCAD Software,
- Philip Morris Holland B.V. in the acquisition of the Romanian subsidiary of the Greek-based company Papastratos Cigarette Manufacturing SA,
- Trinity Inc. in restructuring its intellectual property portfolio,
- Mobifon, the leading mobile communications operator in restructuring its trademark portfolio.
- assisted
- Philip Morris International,
- Kraft Foods Schweiz Holding AG,
- The Hearst Corporation
- In patent and trademark litigation assisted
- Lek Pharmaceutical & Chemical Company dd,
- Philip Morris International,
- Kraft Foods Schweiz Holding AG.
Litigation & Arbitration
- advise on commercial, tax, customs duties, and real estate litigation and arbitration,
- acted for major banks in litigation regarding loan recovery, security and custody matters,
- specialise increasingly in labour litigation,
- represent clients in dispute resolutions with various institutions such as
- the Romanian Ministry of Finance,
- Romanian National Bank,
- General Customs Authority.
- represented a domestic client in two arbitrations under ICC rules in Zurich.
Privatization
- advise in the pre-privatization and privatization of four electrical distribution companies,
- local counsel to
- the Romanian government on the privatization process of Romania's largest bank, Romanian Commercial Bank,
- RadiciNylon S.p.A., a member of the Radici Group of Italy, in the acquisition from of Fibrex S.A., a publicly traded company and the leading Romanian manufacturer of synthetic fibers,
- Kraft International Foods in the acquisition of a Romanian confectionery,
- Lafarge S. A. in the USD 200 million acquisition of Romania’s premier cement company,
- Romanian Ministry of Communications, as part of the Goldman Sachs international consortium, in the restructuring and privatization of RomTelecom R. A.,
- the Romanian State Ownership Fund in the privatization of BancPost S. A.,
- Procter & Gamble in the acquisition of a Romanian detergent manufacturing company,
- Trinity Industries in the acquisition of a controlling interest in the Romanian train wagon manufacturer Astra S. A.,
- Villeroy & Boch in the acquisition of the controlling equity interest in the Romanian tile, brick, and porcelain manufacturing group Mondial S. A.,
- National Agency for Privatization as part of an international consortium on due diligence, valuation and consulting services in connection with a public offering of equity in Romania’s premier brewery Ursus S. A.
Property Law
- assisted several international and local companies in acquiring real estate properties, including
- legal advice to achieve the most attractive tax structure of the transactions,
- preparing draft sale-purchase or lease agreements,
- analysis of title to real estate property,
- observance of all legal requirements on construction and environmental permits and authorizations.
- assisted clients in structuring and securing the financing of the respective transactions,
- prepared all necessary financing and security agreements.
Public Procurement
Taxation
- advise clients on most attractive tax structures
Telecommunications & Media
- Continues to advise Microsoft with respect to E-regulations, IT and licensing regulations, providing assistance in structuring, preparing and negotiating consulting, services and license agreements;
- Continues to advise MobiFon S.A., one of the largest Romanian mobile operator, for ensuring compliance of the client with regulatory framework and requirements applicable to commercial companies acting in telecom industry;
- Acted for MobiFon SA, one of the largest mobile communications operator in Romania in connection with the financing for developing its telecommunication activity;
- Assisted various clients in the banking industry and in the distributorship businesses, in connection with electronic transactions, cross-border data transfers, security (including digital signatures/ encryption), electronic regulatory compliance issues (including data protection), domain name issues, copyright and information technology issues, online advertising;
- Acted as local counsel for Nokia with respect to E-regulation, IT and licensing regulations as well as product liability and warranty matters;
- Counseled Motorola, Inc. in the global information technology infrastructure outsourcing agreement with Computer Sciences Corporation valued at approximately EUR 1.6 billion;
- Represented the Romanian Ministry of Communications, as part of the Goldman Sachs international consortium, in the restructuring and privatization of RomTelecom R. A.;
- Acted as local counsel to Strabag AG in connection with the development of a motorway project between Bucharest and Ploiesti;
- Acted as local counsel to a consortium formed by Ashtrom International and Roichman Bros (Shomron) Infrastructures to provide assistance in connection with the implementation of the motorway project between Predeal and Brasov. The assignment comprised mainly the design and negotiation of the contractual framework based on a public private partnership;
- Assisted the financing banks of Solel Boneh International Proiect DN2D SRL (part of Solel Boneh International Holdings NV) for the contracts relating to the financing of design and construction project related to the rehabilitation an important national road (DN2D).
- Represented Iridium Communications in establishing a satellite global mobile personal communication.
Athens
Belgrade
Bucharest
Istanbul
Ljubljana
Podgorica
Pristina
Sarajevo
Skopje
Sofija
Tirana
Zagreb
Belgrade
Bucharest
Istanbul
Ljubljana
Podgorica
Pristina
Sarajevo
Skopje
Sofija
Tirana
Zagreb