Capital Markets

We assist on public offerings, designing and implementing acquisition structures of publicly traded companies, representing the clients’ interests in front of the Securities Commission.

We provide assistance with ongoing requirements imposed on publicly traded companies, as well as capital market operators. Furthermore, we can assist our clients in designing and implementing share buybacks and stock option plans.

Companies (Pre-IPO and IPO phase)

• Analysis of the changes needed in the company’s bylaws, capital structure, in the relationship with its key shareholders or other related parties to become a public company (i.e. simplifying the company’s capital structure; moving assets in or out the entity going to be listed; intra-group restructuring etc.);
• Analysis of right corporate governance structure for the company post-IPO (i.e. number of board members; composition and independence of the board etc.);
• Analysis on how the Company’s employees could benefit from and participate in the IPO;
• Assistance for the Board and/or key employees on what becoming a public company means (i.e. privileged information regime; reporting obligations of a public company; how to deal with the market operator and the supervisory authority etc.);
• Assistance in drafting the legal parts of the prospectus (i.e. risk factors section; business section etc.);
• Draft of legal opinions, agreements with the intermediaries, disclosure letters, lock-up agreements, shareholders agreements, underwriting agreements etc. identified as necessary for the listing process;
• Assistance in filing and registration of various documents to the Financial Supervisory Authority, Bucharest Stock Exchange and Central Depository;

Issuers (Post – IPO phase)

• Assistance in the ongoing compliance of the company with the rules applicable to public companies (i.e. disclosure obligations, current reports, investor protection, convening notices, conflict of interests etc.);
• Analysis of the opportunities that arise from a company going public (i.e. share buy-back programs; share capital increases);
• Assistance in the ongoing compliance of regulated entities (i.e. asset management companies, brokers, investment funds) in matters pertaining to:
  • Investigations on market abuse offences (insider trading/ market manipulation), either in front of the Financial Supervisory Authority or of the criminal investigation authorities;
  • Court hearings related to the petitions filed over the measures imposed by the authorities;
  • Price stabilization activities etc.

Investors

• Assistance in minority shareholder protection – enforcement of investor protection rules; abuse prevention; abuse remedies, including litigation;
• Assistance in takeover offers and squeeze-out procedures – buy-side due diligence; draft of the legal parts of the offering document; supervisory authority relationship management;
• Assistance in significant shareholder protection – minority abuse prevention; abuse remedies, including litigation;
• Assistance in investigations on market abuse offences.

Download the Romanian chapter of IBA Float Guide.