Solutions

Corporate, commercial and M&A

Our practice advises on the structuring and restructuring of investments, transfers of activities, mergers, de-mergers, incorporated or non-incorporated joint ventures, including formation, corporate governance, minority rights, deadlock resolution and exit.

Our lawyers assist either the buyer or the seller during the entire process of taking over a target as well as Clients contemplating to entering into joint-ventures, starting with the legal evaluation thereof, going through the structuring of the alternatives for the transaction (either share deal or asset deal or joint-venture or merger/demerger or a combination thereof), the preparation of the contractual documentation, the negotiation, conclusion and implementation thereof.

Corporate

Our corporate practice covers a multitude of areas, from companies to regulated entities requiring special permits or authorizations for set up and operation. We accompany our Clients throughout various stages of corporate existence, including:

  • Formation of the company
    Design of optimal corporate structure to meet the financial and commercial requirements of the project, advise the Clients in making decisions on various matters pertaining to the formation of a company and assistance with the incorporation and licensing formalities.
  • Corporate changes and secretarial services
    Assist Clients in legal operations concerning capital restructuring, amendments of statutory documentation, compliance on corporate issues, secretarial services related to general meetings of shareholders, dissolution and de-registration procedures.
  • Corporate structuring and restructuring
    Assists the Clients in assessing the legal implications of a corporate structuring/restructuring of their investments, via operations such as merger, demergers, spinoffs, transfers of business, outlining the main advantages and disadvantages of each of them and the steps to be taken for their implementation, and accompanying them through the entire process required for a successful completion.
  • Intra-group agreements
    Assist Clients on corporate law aspects pertaining to intra-group transactions, including the preparation of the corporate approval documents (board of directors’ decisions, resolutions of the general meeting of shareholders, power of attorney etc.) and analysis of the limitations or constraints applicable to intra-group agreements such as loan agreements, debts waivers or assignment of receivables.
  • Corporate governance
    Design and implement various corporate governance structures for protecting minority/majority shareholders’ rights, draft and assist clients during the negotiation and execution of shareholders’ agreements and management contracts.

Commercial

We understand the expediency, flexibility and a sound business approach, all these backed by thorough legal expertise is what Clients expect from their legal advisors. We always try to meet these standards. Our commercial law services include:

  • Commercial contracts
    Drafting, reviewing and negotiation of the commercial contracts to be concluded with the Client’s business partners, suppliers or clients in order to ensure that the Client’s interests are best protected in the agreement from a legal and commercial perspective and that the contract is enforceable and concluded in compliance with the applicable law
  • General advice on various commercial law matters
    Analysis of specific deals contemplated by the Client and determining the most favorable deal structure from a legal perspective, sponsorship agreements, marketing events, advertising arrangements, distribution agreements, partnership agreements and contracts for provision of consultancy services
  • Notifications to contractual partners and authorities
    Assisting and representing the Client in front of its contractual partners and to the authorities, in relation to the performance of the relevant contracts or procedures
  • Implementation of new projects
    Providing regular advice and assistance of the Client in view of developing the contractual structure necessary to be put in place in order to ensure the implementation by the Client of a specific product or concept in the relevant market. 

M&A

Due diligence and analysis

Thorough investigation of the legal affairs of the target, with emphasis on specific areas, tailored to meet the level of detail required by the Client, from “red flag” reports to descriptive reports; analysis and assessment of the due diligence findings’ impact on the envisaged transaction;

Structuring

Analysis and validation of the proposed transaction structure, identification of risks, design or confirmation of certain approaches, advice on relevant legal aspects, including specific regulatory compliance aspects;

Preliminary documentation

Assistance in drafting, reviewing and negotiating letters of intent, exclusivity arrangements and memorandums of understanding;

Shares Purchase/Asset Purchase/Joint-Ventures Agreements and other transaction documents
  • Preparation, negotiation and execution of the shares purchase/asset purchase/joint-ventures agreements addressing the issues identified during the due diligence process and efficiently accommodating the agreed structure;
  • Preparation and negotiation of ancillary transaction documents such as: security documents, escrow agreements, disclosure letters, management agreements, merger/demerger projects, including corporate approvals and power of attorney necessary in view of executing the transaction as well as any other necessary contractual documentation;
Implementation

Assisting and monitoring the fulfillment of conditions precedent corresponding to the transaction, preparation of notices to third parties, obtaining competition law clearance (in the case of economic concentrations), registration of shares transfers/asset transfers/joint-venture companies, post-signing assistance consisting of amendment of the target’s articles of association etc.

Contacts

Alexandru Reff

Alexandru Reff

Partner

Alex is co-managing partner of Reff & Associates and serves clients primarily in the M&A and Real Estate practices. With almost 20 years of professional experience, he has coordinated multidisciplinar... More

Georgiana Singurel

Georgiana Singurel

Partner

Georgiana is a Partner with Reff & Associates and has been part of the legal team for the last 15 years. She serves clients primarily in Public Sector and M&A practices. With 18 years of experience as... More

Diana Fejer

Diana Fejer

Senior Managing Associate

Diana is Senior Managing Associate with Reff & Associates and serves clients primarily in the M&A, Corporate and Commercial Law practices. Having more than 12 years of experience as a lawyer, she coor... More