Banking and Finance

Banking and Finance Legal Advisory in Romania

Overview

Reff & Associates is among the leading law firms in Romania, with a strong track record advising local and international financial institutions on complex, high‑value cross‑border  operations.

Our Banking and Finance lawyers act as trusted strategic advisors for institutional clients, from banks to digital asset services providers and financial market infrastructures, navigating their most demanding mandates – bringing deep expertise across the full spectrum of banking and finance law. Whether advising on prudential and supervisory requirements, structuring and negotiating financing documentation, or navigating a distressed situation where financial pressure and legal complexity converge simultaneously, we bring the same standard: clear, integrated and actionable legal advice, grounded in a thorough understanding of both the local and EU regulatory frameworks and the financial services environment.

What sets our practice apart is the depth of integration between legal expertise and the broader advisory capabilities of a global professional services firm. We understand that the most demanding mandates - regulatory, transactional or restructuring - rarely operate in a vacuum. Our integration with Deloitte's risk advisory, financial advisory and accounting teams is a working reality that consistently produces better outcomes for clients steering through high-complexity, high-stakes situations.

Banking and Financial Services Regulation and Compliance

Reff & Associates' Banking and Finance team is the legal partner of first resort for institutional clients navigating their most consequential regulatory mandates – combining deep technical expertise across prudential regulation, supervisory requirements and expectations, and compliance obligations with the commercial acuity and cross-sector insight of a global professional services firm. We deliver clear, integrated and actionable guidance in an increasingly complex and stringently regulated environment, at both national and EU level, covering among others the CRD and CRR, BRRD, DORA, PSD2, AML requirements, outsourcing/third party and ICT risk management obligations, as well as emerging regulatory developments impacting innovative financial services providers and technology-driven financial institutions.

And perhaps more than most, we understand that regulatory advice rarely exists in isolation – the most demanding client mandates require legal thinking that works fluently alongside risk advisory, finance, treasury, accounting and operational constraints. We are experienced in navigating complex, multi-stakeholder projects where the moving parts are many and the margin for error is not.

Our Banking and Finance clients range from banks, non‑banking financial institutions, payment services providers and electronic money providers, digital assets services providers, fintechs, financial market infrastructures, technology providers and up to regulators, but regular corporates as well, in wholesale and retail contexts, across multiple European jurisdictions.

Our regulatory work covers licensing and regulatory structuring, implementation of compliance and governance frameworks, advice on supervisory interactions, and support on regulatory changes affecting banking, payment services, and financial markets in general, as well as crisis management and recovery and resolution planning. Beyond purely regulatory mandates, we support institutional clients in structuring and optimizing their operating models - and work together with them on the design, regulatory positioning and go-to-market strategy for new financial services and products. Our team also advises on consumer credit and mortgage loans, as well as ESG in financial services.

Transactional Finance Services

Our Banking and Finance team advises across the full spectrum of finance transactions. Our experience spans bilateral and syndicated loan facilities, revolving credit facilities, acquisition and leveraged finance, and refinancing transactions – covering project finance, infrastructure finance, and energy and real estate lending, corporate and commercial finance, as well as structured lending, both domestic and cross-border.

We regularly advise acting for lenders - development finance institutions alongside commercial banks, borrowers, sponsors and financial investors on some of the most complex financing mandates in the Romanian and regional markets, and we understand the distinct structuring, security and intercreditor considerations that each financing context demands.

Across all mandates, our lawyers regularly draft, review and negotiate LMA-based and bespoke financing documentation, security packages and intercreditor arrangements, supporting clients from initial structuring through to signing and financial closing. We do not treat documentation as a back-end exercise — our involvement from the earliest structuring stages means that legal risk, regulatory positioning and commercial objectives are aligned well before a term sheet is finalized.

A significant part of our debt finance practice is built around loan portfolio and distressed debt transactions, where we provide buy-side and sell-side legal assistance on deals involving performing loans and non-performing loans, mixed secured and unsecured portfolios.

This is an area where precision in documentation, regulatory awareness and the ability to manage complex, multi-party processes simultaneously are not optional - and where our integration with Deloitte's risk advisory, financial advisory and accounting capabilities gives clients a genuinely differentiated offer.

Restructuring, Workout and Distressed Finance

As part of a fully integrated restructuring and insolvency practice, our Banking and Finance team operates at the point where financial pressure, legal complexity and commercial urgency converge - advising across the full spectrum of mandates, from early-stage loan restructuring negotiations through to work-out strategies, enforcement and recovery and to alternative solutions for distressed assets. We understand that in distressed situations, the quality and speed of legal judgment matters as much as technical precision.

Our work covers consensual restructurings of corporate, infrastructure and real estate finance transactions, protection and enforcement of secured lenders’ rights, and legal analysis of non‑performing loans and portfolio remediation strategies.

We are equally comfortable advising lenders seeking to protect their positions and borrowers or sponsors working through a viable alternative to formal insolvency – and that breadth of perspective consistently produces better outcomes for clients on both sides. Where situations escalate beyond consensual resolution, we work in close coordination with insolvency, litigation and enforcement specialists across complex, multi-party recovery scenarios.

  •  We have coordinated all legal matters related to the NBR filings for the prior regulatory approvals of UniCredit S.p.A.'s acquisition of Alpha Bank Romania and the subsequent merger between UniCredit Bank S.A. (Romania) and Alpha Bank Romania. Our assistance covered the filings strategy, project management tools, preparation of the full legal documentation, supervision of document collection, and liaising with the NBR, UniCredit, Alpha Bank and the other consultants involved. Working alongside the Deloitte Risk Advisory team, we combined banking law and risk & regulatory expertise to deliver a streamlined process, effective management of complex files, and a stronger ability to anticipate regulatory challenges and defend the legal basis of the filings. Final approvals were issued in record time;
  • We have coordinated all legal matters related to the NBR filing for the prior regulatory approval of the merger between two other Romanian credit institutions. Our assistance covered preparation of a complex project management tool for the filing, preparing the full legal legal documentation, supervision of collection of documentation, liaising with the NBR on all matters related to the filing, as well as liaising with the merging entities and the other consultants involved in the process;
  • We have assisted in the setup and authorization of BLIK Romania, delivering end-to-end banking and financial regulatory support across the entire project lifecycle, managing all legal workstreams, from structuring and licensing strategy to navigating the NBR authorization process, as well as all operational key streams, from internal regulatory frameworks and operational architecture to IT and digital resilience, while ensuring close coordination with multidisciplinary Deloitte teams. This project is a one-of-a-kind engagement, representing the only payment system authorization of its kind in Romania;
  • We have assisted one key player of the Romanian payment ecosystem in its transition to a licensed payment institution, providing comprehensive support for a complex authorization process, across all key stages, from structuring and qualification of services to managing the NBR licensing process, while coordinating all relevant streams – including regulatory, operational, outsourcing, AML and digital resilience;
  • We have acted as exclusive legal counsel to major Romanian banks on all legal matters relevant for the agreements for outsourcing certain banking functions, and relevant for agreements supporting such banking functions, many of which involved long and complex supply chains. We assisted in negotiating the agreements and advised on banking regulatory matters, including compliance with outsourcing and DORA regulatory requirements. The complexity of these projects rested in the coordination and alignment of the multidisciplinary team of professionals specialized in an array of matters involved in reviewing the whole package of documentation, both from the clients, the main solution providers and their implementers, as well as in the sheer number and complexity of agreements and providers;
  • Together with the Deloitte Financial Advisory team, we have provided assistance to Chimcomplex S.A. Borzești for obtaining an approximately EUR 57 million financing for the refinancing of its existing loans from VTB and Credit Suisse/Argentum Netherlands BV and for further investments. This was supplemented by an additional EUR 33.3 million from CEC Bank, bringing the total financing to EUR 90 million. Acting as exclusive legal advisor to the borrower, our legal team covered all Romanian law aspects of the transaction, including preparation for financing, matters related to the inside information regime (Chimcomplex being at the time listed on AeRO), and full assistance on the financing transaction itself;
  • We have assisted Dante International S.A. (operating under the name of eMag) - the leading online retailer in Romania) and eMAG Operations S.R.L. in relation to two term facility agreements from Raiffeisen Bank S.A. and the EBRD, in an aggregate amount of approximately EUR 70 million – one for financing the development of an operations and logistics center in Romania, and one for financing equipment used in the ordinary course of business. Our assistance covered the negotiation of the English-law governed facilities agreements (with the support of our English-law qualified colleagues) and the Romanian-law governed security documents, entailing a complex security structure;
  • We have assisted Santierul Naval Damen Galați in relation to two facility agreements from Eximbank – Banca Românească, in an aggregate amount of approximately EUR 25 million. Our assistance covered the negotiation of the facilities agreements and security documents, entailing a complex security structure;
  • We have assisted Spanish-based chain of hotels and its subsidiaries in relation to a syndicated term loan facilities exceeding EUR 400,000,000 granted by certain Spanish credit institutions, guaranteed by the group’s affiliates in multiple jurisdictions, including Romania, by accessing the relevant facilities agreements as guarantors. We covered all Romanian law aspects and have been the exclusive Romanian legal advisor to the transaction;
  • We have assisted Verida Credit IFN S.A. in relation to the sale of a performing retail mortgage loan portfolio, one of the very few transactions in the Romanian finance sector envisaging a transfer of a retail performing lending business. Our sell-side work mainly involved Romanian legal assistance in the preliminary structuring of the deal, drafting and negotiation of the transaction documentation, as well as assistance in up to and post-transaction closing. Given the retail nature of the debtors, during the drafting and negotiation process, all national consumer protection and consumer loans regulations had to be carefully considered and complied with;
  • Sell-side legal assistance to a European bank with local presence throughout the two-stage bidding process for the transfer of a secured corporate NPL portfolio with a face value aggregating EUR 287 million;
  • Sell-side legal assistance to a European bank with local presence throughout the sale of approximately EUR 200 million unsecured retail, SME and corporate NPL portfolio;
  • Sell-side legal assistance to a European bank with local presence, in the sale of a secured retail and corporate NPL portfolio having a value of EUR 164.2 million;
  • Buy-side legal assistance to an investment fund in relation to the acquisition of a EUR 40 million single ticket real estate distressed debt of a borrower in insolvency;
  • Sell-side legal assistance to a Romanian subsidiary of a foreign bank in relation to cross-border assignments of EUR 130 million corporate loans receivables.

Leading Firm - Legal 500 2026

‘The team combines top-tier local legal capability with Deloitte’s multidisciplinary platform (tax, financial advisory, ESG). This gives them a one-stop approach for complex, multi-stakeholder projects where legal must dovetail with finance, treasury, accounting, and operational constraints.' – Legal 500, 2026

“Reff & Associates SCA has strengths in banking and financial regulatory issues, especially EU banking and financial regulation, and is a strong choice for clients operating in Romania’s growing fintech sector.” - Legal 500, 2026

“The team at Reff & Associates is one of the strongest lawyer teams both in terms of knowledge and expertise. They are offering integrated legal, tax, and business consulting solutions. “ - Legal 500, 2026

“They stand out not only for their legal expertise but also for their strategic thinking, multidisciplinary collaboration, and client-centric approach. “ - Legal 500, 2026

Ranked in Chambers Global 2026

“Reff & Associates' team has strong industry awareness and a commercial approach on specific projects.” – Chambers Europe, 2026

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