Corporate, commercial and M&A
Legal counsel to
- A large group of companies designing and selling ready-to-assemble furniture and related accessories
Ongoing assistance on various corporate and commercial matters regarding the day-to-day business activity in Romania, including advice in relation to the liability of the directors and other empowered persons according to statutory documents and Romanian applicable corporate regulations, as well as analysis of possible options for restructuring the management of the company (including from the perspective of separation of decision, representations and supervisory and control prerogatives).
- One of the largest auto parts distributor in Hungary and Romania
Legal assistance with respect to several operations of contribution of shares in the Client’s group companies. Assistance included drafting of the corporate documents and review of the contribution agreement, as well as assistance and representation with respect to the registration of the operations with the competent Trade Registry offices
- An important flat glass producer in Romania
Ongoing assistance in relation to various commercial and corporate law matters pertaining to the structuring and implementation of an investment project consisting in the construction and operation of a production facility in Romania
Project value: tens of millions of EUR
- The largest private rail freight and logistic holding in the Central and Southeastern Europe
Legal assistance with respect to the reshaping of the organizational structure (organization and functioning of all companies of the group). Our assistance included: (i) presentation of the applicable legal framework; (ii) presentation of the suggested alternatives for the alignment from legal perspective of the organizational structure (group/company) in order to increase support of the organization to achieve the vision and strategy of the group; and (iii) presentation of the main steps to be followed and actions to be performed for the implementation of the alternative chosen by the Client.
- Global media group specialized in media, digital and creative communication services
Assistance with respect to various commercial legal matters including debt to equity swap operations
- One of the largest multi-level marketing companies in the world, specialized in manufacturing and direct sale of cosmetic products
Ongoing legal assistance in various corporate and commercial law matters pertaining to the multilevel marketing activities in Romania
- One of the largest group acting in the agricultural field
Legal analysis of the implications triggered by the merger of the group’s companies in Romania and pre-merger scenarios
- One of the biggest services providers worldwide
Legal assistance to with regard to the carve out through spin-off of its healthcare division within a worldwide restructuring process – finalized in June 2016
- A major Romanian egg producer
Legal assistance with regard to the reorganisation of its business in Romania and legal assistance for the implementation of a complex merger through absorption – finalized in June 2016
- Two major groups acting in the agricultural business
Legal assistance regarding the design and implementation of mergers though absorption involving several companies (at least 4 companies for each merger) – both finalized in 2016
- International online shopping platform operator
Legal advice in relation to an intragroup restructuring involving a sequence of debt to equity swap operations and assistance during the implementation, ongoing assistance on various commercial legal matters pertaining to client’s business in Romania
Legal counsel to
- One of the largest beauty companies in the world
Ongoing legal assistance provided to Avon Cosmetics with respect to various commercial aspects
- The Romanian subsidiary of a large global fashion retailer
Ongoing legal assistance with respect to a wide range of commercial aspects, including electronic commerce
- German pharmaceutical producer in Romania
Legal assistance provided to in relation to various commercial maters, including: the review, negotiation and execution of the distribution contracts having as object the supply of pharmaceutical products in Romania; preparation and review of contracts to be executed in the ordinary course of business; data protection formalities, such identification of data protection requirements applicable for each specific case of processing personal data (including HR purposes, marketing, pharmacovigilance), legal assistance in filling the notifications with the Romanian Data Protection Authority, preparing and review data protection boiler plate language.
- Romanian subsidiary of an US software company
Legal assistance regarding with respect to the possibility of implementing the income tax exemption for the employees of the client, who perform software development activities, from the perspective of applicable intellectual property and Romanian civil code regulations
- Romanian company acting in the wholesale of chemical products and other ancillary tools industry
Legal assistance regarding the manner under which the company carried our its activity of selling certain products (sold by one of its international suppliers) containing organic solvents which, in turn, give off emissions of volatile organic compounds may trigger its administrative, contractual liability (towards its supplier and its clients), as well as its tort liability towards any potentially harmed individual or entity.
- Legal counsel to a large Greek bank in selling its assets related to one of the largest international-chain hotel in Bucharest, to STRABAG SE. The transaction involved in addition to the M&A aspects, the offset of certain receivables, its aggregate value being of 95 million Euro.
- Legal assistance to one of the biggest companies active in the milling and baking activities within an ample restructuring of its activity. The assistance covered several projects, first being the separation of the bakery activity upon a spin-off of the landmark company of the group in Romania, such activity being transferred to a new entity, reciprocal and complex contracts for split and usage of utilities, servitude and superficies agreements, supply agreement and a framework agreement regulating the share transfer of the new company resulting from the spin-off. The second project consisted of a business transfer concerning the retail activity of the group, consisting in the transfer of ownership of 45 food stores, transfer of employees, equipment, good will, stocks, receivables and trademarks. The third project consisted of a sale of equipment included in the fresh bread bakery factory.
- Legal assistance to the largest Romanian bank, with respect to a merger process with two of its local subsidiaries. The merger process involved an absorption by the client. The absorbed companies are provide ancillary services, carrying out real estate portfolio management activities. During the merger process, our team advised on a broad spectrum of matters including corporate, banking regulatory and competition.
- Legal assistance to the founders of a group of companies during the sale of their majority stake in one of the largest Romanian group of companies specialized in the toy retail activities, to an investment fund. Our legal support covers: assistance in structuring the transaction, drafting and negotiation of the shares sale agreement, escrow agreement and other ancillary transaction documents, fulfilment of pre-closing actions and implementation of the closing.
- Legal assistance to the majority shareholder of one of the largest Romanian online retailer, in entering into a joint venture arrangement with a private equity fund.
- Legal assistance to a large company of server and storage products and services in the acquisition of local IT and software solutions provider Quality Business Solutions. The assistance included the transfer of business from Quality Business Solutions to our client, the acquisition by the client’s partner of a minority shares stock in the target, the regulating of the relations of the parties upon a shareholders agreement and the drafting of a set of contracts rearranging the management and the business strategy of the Client.
- Providing transaction assistance to the management and the minority shareholder of the largest recycling group companies in Romania on corporate and contractual matters.
- Legal counsel to the Europe’s leader and the world’s fifth producer in flat glass in relation with the acquisition – in two stages – of a 100% share stock in a company, obtaining of a state aid and equity infusion of tens of million Euro. The project included full scale assistance, namely due diligence and transaction related assistance, assistance on legal aspects concerning a state aid received by the target and operational aspects related advice. The aggregate value of the project was more than 80 million Euro.
- Legal counsel to the owners of a leading Romanian logistics and forwarding company in the sale of Romtrans S.A. to Schenker & CO Ag (division of Deutsche Bahn AG) and subsequent merger thereof. The aggregate value of the transaction was of 90 million Euro.
- Legal counsel to a group of the three biggest banks in Romania in the sale of Romcard SA to Provus Services Provider SA. The assistance included due diligence and transaction assistance within a competitive selection procedure for the identification of the buyer.