Which Lawyer in Romania 2019

T H E L E A D I N G G U I D E T O T H E C O M M E R C I A L L AW M A R K E T

12th edition

2019

www.whichlawyer.ro

Which Lawyer in Romania

Editorial

EMBRACING CHANGE IN THE LEGAL PROFESSION Every year, talking to lawyers, one of the questions I ask concerns the changes in their profession and how they prepare their firms for the coming years, so that they are prepared for the needs of a constantly changing market.ďƒ¨

ďƒ¨ The current law firms operational model and legal culture is changing rapidly, as response to new economic realities, new technologies and ways of working, global talent, and client pressures combined with a new array of expectations from young attorneys.

Already many law firms in Romania are strategically thinking of fundamental changes in the way they operate for the next years, looking very seriously at the impact of technology and Artificial Intelligence on the legal profession and are exploring innovative ways to position themselves through differentiators in the face of competition.

Domestic law firms are looking to collaborative lawyering models, working with outside freelance professionals, erasing traditional boundaries in the functioning of the law practice. This model, known as legal process outsourcing, transfers the work of attorneys, paralegals, and support professionals to external vendors located domestically and overseas.

Also, lawyers no longer have a monopoly on the law, as clients can seek legal assistance from a growing number of non-lawyer professionals, including paralegal technicians, legal websites and offshore vendors.

Outsourcing of legal services is transforming law practices, as firms and corporate legal departments that seek to minimize costs, increase flexibility, and expand in-house capabilities.

In an effort to meet the challenges, specialization in niche practices is gaining momentum, with small, efficient and ultra specialized teams focusing on one specific area

by Adrian Ion Publisher Which Lawyer in Romania

of law and establishing a reputation as the best assistance in that practice area.

Cost continues to be an issue for Romanian law firms as they face mounting competition. The efficiency of the activity is more and more necessary, given the continuous pressure on prices and on attracting customers.

Pressure to do more with less has forced a growing number of employees to sacrifice work-life balance.

Workplace policies such as flexible time, remote work and other alternative work arrangements are also taken into account by the managing partners, transforming the law firm environment.

Four generations are working together in law firms: traditionalists, baby boomers, generation X, and generation Y, thus the right balance of age gap is of paramount importance in the success of a firm, with major impact on retention and attracting the next generation of attorneys.

Social media tools also have an impact in the practice of law helping legal professionals reach a prospective audiences and clientele, accomplishing branding, advertising, and client development goals.

But, Artificial Intelligence probably has the most potential to change the legal industry, taking over timeconsuming task of legal research and executing them in a fraction of time.

Time will tell how fast these drivers of change will be implemented and how these concepts and designs of the future legal profession will create the successful lawyer of tomorrow.

Bd. Lacul Tei 31-33, Sector 2, Bucharest, Romania Tel: +40 372 900 670, E-mail: office@govnet.ro, www.govnet.ro, www.whichlawyer.ro Publisher

Project Coordinator

Senior Business Associate

Adrian Ion

Mihaela Dumbrava

Ileana Georgescu

Business Development Manager

Magda Ion

Business Development Associate

Diana Nicolescu

Romania’s Business News Gate

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Silvia Furnea

All rights reserved. No part of this publication may be reproduced or transmitted by any means without the prior permission of Govnet Mediacom. Copyright 2019 The content of this publication is compiled based on publicly available information. The transactions presented are sourced from press coverage and press releases issued by the respective companies as well as other statements publicly released or obtained by the editorial staff of the publication. Any views or opinions presented in this publication are solely those of the author and do not necessarily represent those of the law firm unless directly quoted in the material.

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Which Lawyer in Romania

General Trends

GENERAL TRENDS GENERAL TRENDS PERSPECTIVES ON ROMANIA IN 2020

GOOD PERFORMANCE FUNDAMENTALLY CONDITIONED BY LEGISLATIVE STABILITY AND INVESTMENT

The Romanian economy witnessed a further positive evolution in 2019, extended for most of the main indicators, however growth has slowed down and there is concern about the sustainability of the government’s consumption-based growth model. 

Which Lawyer in Romania

General Trends

 Private consumption remained the main engine of

of EU funds and the non-fiscal revenues, as well as the deterioration of the macroeconomic framework.

The negative revision of the total budgetary expenses comes mainly from the decrease of the investment expenses, provided that the social assistance allowances are massively supplemented. In the Fiscal Council’s opinion, the balance of risks regarding the new projection of budget balance is slightly tilted in the sense of recording a higher budget deficit, having as possible sources of non-fulfillment in the level of non-fiscal revenues and exceeding the expenses of goods and services.

The budget problem is one of spending structure. Thus, the expenses with the salaries are at almost 12% of the GDP. Also, the new Pension Law brings a spectacular increase in the budgetary effort, from about 9% of GDP at present, to over 14% of GDP in a few years.

Foreign direct investments rose to 5.26 billion euros last year, compared with 4.8 billion euros in the previous year, the most sought after area being trade, which attracted 1.5 billion euros, followed by the manufacturing industry, with 1.3 billion euros, shows an analysis conducted by the NBR and the National Institute of Statistics. As a structure, foreign investments represented almost entirely equity interests of foreign direct investors in enterprises.

Last year’s financing raised the total balance of FDI to 81 billion euros, at the end of 2018, most of the amount, 41% being found in the industry, especially in the manufacturing industry (31% of the total balance of FDI).

With regard to the countries of origin, the most active locally is the Netherlands, with a share of 24% in the balance of foreign direct investments, followed by Germany, with 12.7%, Austria (12.2%), Italy (9,5%) and Cyprus (6.2%).

The latest results of the FIC Business Sentiment Index show that trust in the legislative environment remains low following the debacle of Emergency Ordinance No. 114/2018 but it has not further deteriorated.

Romania continues to score poorly on infrastructure and regulatory burden while investors have no option but to adapt to the “new normal”, that is a situation of constant lack of predictability where anything might happen at any time.

The most worrying indicator right now and the one that continues its steep decline with every edition of the sentiment index of the Foreign Investors Council for the past three years now is the availability of adequate workforce.

A whooping two-thirds of respondents say they are unable to find adequate workforce. This is for the first time when more than half of the respondents of the FIC sentiment index reported facing this problem.

Looking at the results and trends of the sentiment index, the authorities and political parties need to work in a couple of important directions in the following period. First and foremost, they must strive to restore trust in the Romanian legislative environment.

Romania is a stable member of the European community which means it has more space to be unpredictable but this cannot go on indefinitely without harming investments and undermining the mid and long-term potential of the economy shows the FIC report.

development, stimulated by the increase of the minimum wage and the wages in the public sector. On the other hand, public investments were once again undersized, affecting the capacity to improve issues such as the deficit in transport, medical and educational infrastructure.

Romania will continue to register a strong economic growth in 2019, of 4.1%, supported by consumption and the recovery of investments, but the increase of pensions will lead to a significant increase of the budget deficit, which will reach 3.6% of GDP in this year and over 4% of GDP in 2020 and 2021, according to economic estimates released by the European Commission in November.

For 2020 and 2021, the Commission anticipates slowing economic growth to 3.6% and 3.3% respectively.

In the case of the budget deficit, it will increase to 4.4% in 2020 and to 6.1% in 2021.

For the current account deficit, the Commission estimates show a level of 5.1% this year, 5.3% in 2020 and 5.4% in 2021. The European Commission is forecasting 3.9% inflation this year, with the indicator slowing to 3.5% in 2020 and 3.4% in 2021. For unemployment, a level of 3.9% is forecast this year, which will increase in the next two years to 4.2%, respectively to 4.3%.

The GDP advanced by 4.6% in the first semester, as compared to the same period last year. After declining in 2018, investments rebounded in the first half of this year, and are expected to make a positive contribution to growth.

This was due to the strong growth of the construction activities, stimulated by the support measures adopted at the end of 2018.

Net exports will have a negative effect on growth in 2019, with a decline in both imports and exports, the latter being affected by lower external demand.

Private consumption will slow down, but it will remain the main engine of growth until 2021, shows the EC report, with disposable incomes continuing to be supported by expansionary fiscal policy and strong real wage growth.

The big surprise that surfaced with the change of government was the draft budget revision for 2019, that envisages a major budget deficit increase, from 2.76% to 4.3% of GDP. This considerable exceeds the 3% threshold for the budget deficit according to the European methodology can trigger the excessive deficit procedure while the slowdown of the economy and additional deficiencies in the budget construction, as reflected by the Ministry of Public Finance are likely to lead to an even more aggravated deterioration of the budget balance.

The substantial increase in the projected budget deficit has as primary source, the diminution of the projection of budgetary revenues, which is compensated only to a small extent by the reduction of the total budgetary expenditures shows a report issued by the Romanian Fiscal Council.

The downward change of magnitude operated at the level of the budgetary revenue target comes as a result of not realizing the increase in revenue, with the sources of reducing the tax evasion and the fiscal amnesty, the nonmaterialization at the discounted level of the absorption

 8

NOUL RANGER RAPTOR

Conceput să domine.

Disponibil acum în showroom.

COR POR ORATE ORM&A TE

Which Lawyer in Romania Corporate M&A

LACK OF PREDICTABILITY HAVE A SIGNIFICANT IMPACT ON INVESTMENTS, ALBEIT M&A VOLUMES STILL REMAIN HIGH

The M&A market in Central and Eastern Europe (ECE) provided opportunities for investors compared to other emerging regions in the world, ECE is generally a stable region for international investments. A report issued

by Mazars in collaboration with Mergermarket shows that the total value of the M&A market recorded in 2018 was €46.9 billion, with a total of 701 transactions (the figures are based on transactions worth over €5 million, excluding the real estate sector).

Which Lawyer in Romania

Corporate M&A

 The stability of the ECE M&A market is even more pronounced compared to other emerging markets. Moreover, the region continues to offer interesting opportunities for off-market transactions, as well as reasonable prices in economies with average annual GDP growth of over 3%. This contributes to an attractive risk/ benefit ratio for investors - a fact also supported by the significant inflows of international investments in the region.

In ECE, the private equity industry (private equity funds) is maturing, with acquisitions increasing in value as investors target high performing businesses in the region. The value of transactions carried out by private equity funds increased by 83% in 2018, up to €7.5 billion (81 transactions over €5 million were recorded). The favorable economic situation is reflected in the extent of the investments, the Private Equity funds making purchases of greater individual value in the region, which indicates an increased confidence in the stability and growth of the ECE area.

While industry and energy are clearly separated from the other sectors, the region is diversified and, in general, transactions have been registered in various fields.

The industrial and technological sector, the professional services, the consumer goods and retail trade sector, the food sector, the energy sector and the public utilities were especially noted in 2018. The financial services sector is also solid, with a banking market in consolidation course.

Also, ECE is a suitable field for testing new FinTech solutions, the region having a high level of absorption of banking technology by consumers. The technology sector in the region is in a major growth phase, with investments in technical skills (IT) and digital infrastructure starting to deliver the expected results, the Mazars report shows.

In 2018, the capital inflow was significant in most ECE countries, the value of investments from outside the region being more than double compared to the previous year, at just under € 27 billion. Investments from outside the region accounted for 58% of the total value of transactions in the M&A market in ECE. Clearly, the ECE region is not without challenges: the consequences of uncertainty regarding Brexit, US-EU trade wars, the impact of sanctions on Russia or

tensions between the European Union and some ECE governments. However, despite the above threats, the region has proven to be a credible and growing market for both international and local players.

The Romanian M&A market neared €2 billion euros in 2018, according to public sources for the disclosed deal values. If estimates for deals whose value was not disclosed were factored in, according to Deloitte Romania research, the Romanian M&A market was somewhere between €3.8 and €4.3 billion, slightly below the previous year, while in 2019, the M&A market will count around 100 deals, keeping a similar trend with the 20082018 period, according to Deloitte Romania Financial Advisory estimations.

Also, the average transactions value

value for a Romanian start-up, and the acquisition by EximBank, a bank owned by the Romanian Government through the Ministry of Finance, of Banca Romaneasca.

This is the fourth encounter with UiPath in our quarterly reports: the first one was in 2017, then twice in 2018, the company showing remarkable growth from one time period to another,” said Ioana Filipescu Stamboli, Partner Corporate Finance, Deloitte Romania.

The total number of transactions announced in the second quarter was 30, including those with undisclosed value.

For comparison purposes, in the first three months of the year, the M&A market has witnessed 16 transactions, whilst the second quarter of 2018 counted 27.

“Following a sluggish start, the M&A market regained its pace in the second quarter, with at least four transactions of above €100 million. In the first semester of the year, the M&A market – based on the transactions with disclosed value financing raised by UiPath, which - reached €909 million. At the same evaluated the company at $7 billion, time, the trend of not reporting the value a record value for a Romanian start-up of transactions intensified,” added Ioana Ioana Filipescu Stamboli, Deloitte Filipescu Stamboli.

Romania With its robust economic growth and ever rising domestic consumption and wage increase, Romania provided a for 2019 is estimated by Deloitte Romania good foundation for M&A deals, but how between €40 and €50 million, slightly attractive is Romania for larger investments? above the €40 million average in the The biggest transactions announced past decade. in second quarter of 2019 were the RPA The mergers and acquisitions market in company UiPath’s new financing round of Romania revealed a significant growth in $568 million (approximately €500 million), the second quarter of the year, compared which set a new record for its valuation, of to the first quarter and to the same period in $7 billion, with multiple financial investors 2018 as well. According to estimates, the participating in this round; EximBank’s total market value, including transactions takeover of 99.28% of Banca Romaneasca, with undisclosed value, has been between from National Bank of Greece (undisclosed €1.4 and €1.6 billion, while the value of value) and the acquisition of a minority disclosed transactions reached around stake in Superbet, the biggest player on €790 million. the Romanian sport bets market, by private “In the mergers and equity fund Blackstone (value: €175 million). acquisitions market, the Florian Nitu, Managing Partner, Popovici second quarter of the Nitu Stoica & Asociatii believes that Romania features as one of the most year has witnessed t wo premiere s: promising upcoming emerging markets, the €568 million particularly for investment in different financing raised sectors, such as pharma, energy,

by UiPath, which agribusiness, real estate and telecom. evaluated the company “The country enjoys business at $7 billion, a record development effervescence, entrepreneurial optimism, commitment to mega projects by the authorities, access to relatively cheap project finance “Romania has had very good and massive EU funding in public macroeconomic data for works projects.”

“Romania has had very good quite a few years in a row.” macroeconomic data for quite a Alexandru Birsan, Filip & Company few years in a row,” says Alexandru

€568 million

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Which Lawyer in Romania

Corporate M&A

Birsan, Partner, Filip & Company and investors are obviously attracted by this. “Also, in our experience, for quite a few years now, there has been no shortage of foreign interest for large investments and, on the contrary, there was a scarcity of large targets. As businesses keep growing, this is changing as fmore and more are reaching a significant scale. The interest is widespread, from financial services to energy and from telecom to industrials.”

“In fact, I think we are missing the big projects, those of billions of euros or even of several hundred million euros, so common in the UK, Germany, etc.” argues Gabriel Zbarcea, Managing Partner of Tuca Zbarcea & Asociatii.

“Of course,” he adds, “the economic context was not quite favorable to us either.

Investors are looking for predictability and stability at the legislative, political, economic level, they want to know that they can draw up their business plans for many years and that they can make longterm projections. Instead, the beginning of 2019 was marked by the uncertainties and downturns generated by GEO 114, which led to certain investment projects being put on hold or even assets being put up for sale. Many of the deals which closed in 2018 have been initiated at a time when the market was still offering interesting opportunities in areas such as real estate, pharma, IT&C, FMCG, agriculture etc.

Also, most of the deals signed in the first half of 2019 was initiated prior to the entry into force of GEO 114. As long as we are not perceived as a stable country from a fiscal, legislative and political perspective, or as long as major investments, such as those in road, airport, railway infrastructure, etc. are not implemented, then neither the M&A market will develop, nor the capital markets and so on. And as far as the capital market is concerned, I strongly believe that we should make the most out of the recent upgrade to an ‘Emerging Market’ status by the FTSE Russell.

The local capital market now has a unique opportunity to attract funds that manage hundreds of billions of euros in the coming years (until now, these fund managers were restricted, by prospectus, to invest in frontier markets, as Romania used to be).”

“The country enjoys business development effervescence.”

Florian Nitu, Popovici Nitu Stoica & Asociatii

“Romania continues to show sustainable growth prospects, with most business analysts predicting a constant economic growth of 3 % to 4% until 2022. All the Big Three credit rating agencies (Fitch, S&P and Moody’s) have maintained their ratings on Romania over the past years and there are indications that these might even improve,” says Razvan Stoicescu, Deputy Managing Partner, of Musat & Asociatii. “Romania is an EU and NATO member with a strategic geographic position, a stable currency, skilled workforce, increasing internal demand and consumption – which contribute to Romania being generally perceived as a safe and suitable environment for business.

The high returns on investments generally make up for Romania’s downsides, such as bureaucracy and complicated regulatory system. There is interest for large investments in several sectors which show growth potential, including healthcare, infrastructure, IT&C, agriculture and energy, the prospects of which have been publicly announced in some cases,” adds Stoicescu.

“Based on the prognosis, public agenda (including the current National Reform Program) and the latest trends and developments, Romania remains an attractive country for investments. Despite a relatively turmoil on political scene and a certain unpredictability at legislative level, Romania capitalizes on its economic growth and the EU mechanisms

“Many of the deals which closed in 2018 have been initiated at a time when the market was still offering interesting opportunities.”

Gabriel Zbarcea, Tuca Zbarcea & Asociatii

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and legal environment created from EU accession back in 2007. The star sector for investments is technology, with research and development, agribusiness and energy (both conventional and green energy) also offering high-yield opportunities to investors. In addition, Romania’s strategic projects together with many other projects that are in the pipeline indicate a long-term and attractive infrastructure investment in Romania (both civil and public infrastructure),” says Corina Dumitru, Partners, Corporate/M&A practice, NNDKP. Bryan W. Jardine, Partner, Wolf Theiss argues that Romania is continuing to improve in the eyes of investors, including large strategic investors, financial investors and private equity funds. “We have seen a number of large M&A transactions in various industry sectors - technology, real estate, financial institutions and energy, to name a few. We are confident this trend will continue as investors see the returns in Romania as still relatively high, despite a diminishing country risk profile,” says Jardine.

Romania remains on the global investors’ map, and the dynamic of deals reflects a maturing, thriving market. “While large sized deals may still be limited, we see major portfolios changing ownership at this time, with some players making an exit and selling their assets to global peers or regional champions,” says Loredana Ralea, Counsel, Clifford Chance Badea.

“In recent years, the M&A market proved to be dynamic and continued to grow significantly. Moreover, for 2019, the M&A market has known a sustained upward trend in the second quarter compared to the first quarter but also compared to the similar period of 2018 by bringing to the foreground big and strategic transactions,” says Alexandra Radu, Partner, Bulboaca & Asociatii.

In this context, it has been demonstrated that the M&A practice in Romania was particularly busy with large investments and important business, continuing to announce a constant growth of certain predominant sectors such as retail, pharma, consumer goods, services, IT&C and real estate.

Loredana Van de Waart, Partner at Gruia Dufaut Law Office, believes that “the Romanian market remains one of the most attractive in the region and

Which Lawyer in Romania

Corporate M&A

the transactions performed in the last three years indicate that the investors are looking to our economy and market with confidence. Even though the number of large and complex transactions has declined, there are still a lot of factors in the Romanian economy that create the premises of some very consistent future deals. The sectors with pretty high potential for investments continue to be: IT, agriculture, energy, but also automotive and real estate. We hope to see maintaining the trend developed so far in M&A, even though for 2020 drawing up a scenario for M&A prospects is virtually impossible as there are too many uncertainties, both domestically (the general and local elections) and also internationally (USA elections, the Brexit, the EU economical slowdown, the global trade war).”

Ramona Iancu, Partner, Stratulat Albulescu says that “Romania continues to be a more and more appealing “destination” for investors, both local and foreign, mainly due to the rather low taxation levels, compared to West European countries for example.

Nowadays, IT&Telecom probably remains the most attractive sector, where we have been witnessing successful stories with Tech start-ups attracting US strategic investors, venture capital investors, etc. Real estate is also appealing given the high development rate in larger cities fuelled by the apparent lack of new buildings, both in the residential and office segments. Agriculture as well becomes more visible because of the large plots of land available and friendly climate for all sorts of crops.”

“The Romanian M&A market is still far below the country potential, this being mainly due to the low development of the Romanian capital,” argues Gabriel Biris, Managing Partner of Biris Goran.

“There are far too few companies

with sufficient Romanian capital to become attractive for large investment funds, as happens for instance in real estate, where the effervescence is much greater.

As regards the food industry, the potential is huge and we believe that we will see investments in this industry.”

Carmen Dutescu, Managing Associate, Voicu & Filipescu says that Romania was again one of the fastest growing economies in the EU and despite some regulatory instability, it

in the majority of the transactions, while the private equity funds were at around 40 percent of the disclosed volume. As far as the 2016-2018 M&A deals with disclosed values are concerned, Romanian companies’ total value has been assessed at an average of 8.5 x EBITDA, slightly above those in the CEE area, of 7.8 x EBITDA, according to a Deloitte Romania analysis based on Mergermarket data.

Over the past three years, the industries with the highest EBITDA multiple in Romania have been consumer products, healthcare and technology, media and telecommunications, while the lowest have been construction and retail.

As the economic growth and relatively stable environment are definitely on “The star sector for investments the plus side in the investors’ is technology, with interest, these cannot be the research and development, only drivers behind investment decisions so we asked lawyers agribusiness and energy which are the factors that (both conventional and green will influence the country’s attractiveness in 2020 and energy) also offering highwhich are the main threats yield opportunities to investors.” and concerns?

“Investors are concerned Corina Dumitru, NNDKP about unexpected measures taken on non-economic grounds and which can has proven that it may foster big-ticket fundamentally affect their business plans investments. The high value transactions and they are concerned about rule of made in Romania in 2019 opened the law as they need to be sure their rights way towards blockbuster deals. However, are protected,” says Alexandru Birsan, we expect these to happen marginally, the Partner, Filip & Company. Romania has medium size deals remaining the preferred been slowly been progressing in terms of perception as a risky country, but of late transactions, especially for private equity. some of the old concerns are starting to In the near future, the focus for the big resurface. investments will be on the energy sector, generated mainly by the announced “In the context of the upcoming divestment of some exiting market players. elections, the Romanian government has overly increased its public spending with The TMT sector will also be appealing, especially in relation to infrastructure and salaries and pensions and, as a result, may digitalization projects. face difficulties in maintaining its budget Considering the disclosed values, the deficit under 3%, as currently targeted,” market continued to be dominated by says Razvan Stoicescu, Deputy Managing strategic investors, which were involved Partner, Musat & Asociatii. “In any event, the overall election results are expected to influence the investors’ perception and investment decisions. The lack of “Enel and CEZ – two of the predictability in terms of regulations and taxes is another factor of concern largest energy companies for potential investors and the existing in Romania – made public business community. Also, because that they are looking a significant part of Romania’s active population has left the country to work to sell some of their abroad, the lack of workforce in some businesses in Romania.” economic sectors is a growing concern.

To prevent employees from leaving, Razvan Stoicescu, Romanian based companies increased Musat & Asociatii salaries and are facing higher costs with

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Which Lawyer in Romania

Corporate M&A

the workforce. Romanian workforce is still “The good news is we are still a country United Kingdom. Also, we do not know what the impact of Brexit will be, but we competitive from a salary perspective, but with cheap labor,” says Gabriel Zbarcea, higher costs mean smaller profits,” says Managing Partner of Tuca Zbarcea & can foresee a number of indirect, negative Stoicescu.

Asociatii. “We have Europe’s second effects on the Romanian economy, in Ramona Iancu, Partner, Stratulat largest port after Rotterdam. The reforms particular, most likely, in terms of trade.”

Albulescu also pointed our that 2020 implemented by Romania in order to enter Florian Nitu, Managing Partner, will be an election year in Romania, with the EU (legislative harmonization etc.) and Popovici Nitu Stoica & Asociatii says that “first, there is organic growth potential in Parliamentary elections ahead. “In this the efforts made to create an independent context, perhaps the current majority of justice are positive things too. Romania is all key economic sectors, there is such the 7th country in the EU by population Parliament and the Government could a clearly beneficial geopolitical stability and 9th by surface area; we are thus the exercise caution in drafting or changing and the fresh capital and access to some public policies, especially those second largest retail market in Central development financing are still at hand, related to taxes and other regulatory and Eastern Europe. In terms of fiscal in commercially viable terms. Secondly, matters. However, Romania seems to attractiveness, the single tax rate remains there is a good prospect for the Romanian the most attractive fiscal measure offered remain one of the East European countries capital markets to promote to the status with a steady and quite rapid economic

by Romania to investors. Also a good thing of emerging market, with all associated growth. Thus, Romania is expected to - the IT industry is capable of producing benefits of enhanced liquidity. Thirdly, we enjoy a low tax treatment for investment, remain attractive to investors considering high added value and generating the future that all policy makers have been unicorn, on the UiPath model. Exports of the stability of EU legal framework and cooperating closely to make significant IT services from Romania, for example, the willingness of the authorities to attract reform measures and thus diminish the legal exceeded €2 billion in the first five months foreign capital. And finally, there are a and tax uncertainty.” of the year, double from the level of five number of major infrastructure projects, “Most likely, the presidential elections years ago. As mentioned earlier, Romania certain mega projects which once and the new government to be established was promoted to the “Emerging Market” will have a powerful influence on the overall predictability of the Romanian market – especially “We see major portfolios changing for the IT sector, the fiscal ownership at this time, with measures aimed to encourage the investments in this area some players making an exit have been recently under a and selling their assets to global series of debates (as to whether peers or regional champions.” it is still advisable to maintain these fiscal subsidies or not),” Loredana Ralea, Clifford Chance Badea says Alexandra Sulea, Senior Associate Eversheds Sutherland Romania.

Notwithstanding the positive economic status by FTSE Russell, after three years outlook so far, investors still need of monitoring, which is an excellent sign launched this year would immediately predictability and stability from a financial given to investors on the stock market. transfer confidence in the potential of all associated economic sectors.” and fiscal point of view, as well as political New issuers, high-caliber investors could consensus. The current fractured political now come on the Romanian stock market.

“Expectations are that Romania will landscape and the turmoil over the past The bad news is the exodus of the keep its status of recognized functional 12-14 months could negatively impact on Romanians continues,” argues Zbarcea, market economy and emergent country our country’s economic growth. “with increasingly visible and more within the EU, coupled with continuing Dan Ciobanu, Partner, Suciu Popa si important effects in the economy - there its economic growth, preserving the low Asociatii says that “uncertainties and risks are entire industry sectors that stagnate unemployment rate and pursuing strategic arise from budgetary practices and the or, worse, record losses due to the lack of and other key projects,” says Razvan qualified workforce. This problem can be frequent fiscal measures and legislative Vlad, Partner, Corporate/M&A practice, NNDKP. “Other competitive advantages changes introduced in recent years, attacked by companies through investments are given by the diversified economy, a which can affect the confidence of foreign in technology, process automation, artificial investors, as well as the lack of measures intelligence. Another threat are the political strong pool of young and skilled tech aimed at attracting investors capital.” events this year - the presidential elections talent, the country’s strategic location and In recent years, foreign investments in November take place amid internal its abundance of natural resources (oil, have increasingly targeted sectors such as turmoil and the vulnerability of the formerpetroleum, gas, cole and ore, salt). All these ruling party, which seems to have run out energy, transport, information technology advantages offer attractive opportunities of allies to stay in power. I also believe for investment both in “traditional” sectors and communications, as well as agriculture such as IT&C, energy, medical services, - sectors in which investors perceive the Romania is not sheltered from international existence of a potential for the future. turbulence: the US-China trade “war”, the real estate, as well as in other sectors with Investments in these areas, as well as German economy slowing - there is talk of high potential (infrastructure, agribusiness). in infrastructure could help our country recession not only in Germany (the largest Main concerns relate to political, economic and legal instability in the progress in the direction set out in the economy of the euro area), but in France Europe Strategy 2020. (second largest economy), Italy and the country, with 2020 being an election year

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Which Lawyer in Romania

Corporate M&A

in Romania, which may bring a certain stall which are driving up salaries and continued by investors looking into a certain country, in investments,” he adds. political instability as we enter an active alongside macroeconomics and business potential. Romania has yet to excel in this “The political, socio-economical election cycle in Romania over the next 12 and fiscal-legislative stability, as well as months. There is also the always looming area, unfortunately, therefore the local risks for a developing market which are the legislative and fiscal predictability business environment may still be seen as posing risks that may determine, in some together with the respect for the rule of associated with macroeconomic shocks law represent the domestic factors that are over which Romania has no control (e.g. cases, the decision of certain international highly important to the investors in taking global economic slowdown, the US trade investors to exit the market.” the decision to invest in a country, besides war with China, threats to the world’s Carmen Dutescu, Managing Associate, the market size, the growth opportunities energy supply given the persisting tensions Voicu & Filipescu argues that Romania has and the incentives,” says Loredana Van de between Iran and Saudi Arabia and Brexit, a predicted growth for the coming years as well, with a promising GDP increase.

Waart, Partner Gruia Dufaut Law Office. to name a few).”

She adds: “in Romania, taxation is an In a context in which the Romanian “We do not anticipate significant changes important attractiveness factor, if we were governments have begun to embrace the or downturns to affect the dealmakers’ importance of encouraging research and to refer to the income tax, the taxes for appetite for local transaction. The low-cost the profit repatriation or to the dividend innovation for realizing the economic spinfacilities, the well-educated and skilled taxation. The market’s dimension is also offs, Romania is expected to remain an workforce, the fiscal treatment of corporate a very important attractiveness factor, open opportunity for investors planning gains, the private consumption growth will as well as the consumption boom. to establish or expand operations in still work as drivers for future transactions.

However, these will be counterbalanced The 2019 statistics indicate a Europe. Availability of workforce by the persistent lack of infrastructure, the growth in the investments, with technology skills and availability of venture but the main domestic political risk and uncertainty about the concerns remain the capital and other forms of regulatory environment and by the low lack of transparency in financing are part of the degree of innovation at the market level, the decision making by factors that can attract and largely, at the society level,” says the political actors, the foreign innovation Dutescu. legislative instability, investments in complex Globally, cross-border investment is the lack of infrastructure areas such as software increasingly politicized leading to diverging and the lack of coherent and business services, attitudes and rules while Europe remains a region that is very open to FDI, but for labor market policies believes Raluca Cristea, Romania, mainly due to political confronted with a worrying shortage, at least in certain circumstances, investors continued sectors. Moreover, we should not to be prudent and often reluctant “There is the always looming risks to invest in green-field projects or forget that we have the general and for a developing market which are locally-established businesses. local elections coming up in 2020, associated with macroeconomic shocks This is one of the reasons for which will also impact on the economy and the public investments which the M&A Romanian market over which Romania has no control.” and indirectly, on the economy in was dominated by two types of general. The Romanian economy Bryan W. Jardine, Wolf Theiss transactions: domestic projects, and its attractiveness, together where both the seller and the buyer were Romanian entities, with the decisions regarding big investments do not only depend on the Senior Associate, Bulboaca & Asociatii. or multi-jurisdictional transactions, where domestic context, but also on the external “On a related note, there is no the buyers indirectly acquired Romanian economic context without threats and one. The 2020 is a year with many companies, as part of international groups. uncertainties at an international level that concerns to business growth or evolution.

Looking at the investor profiles, where do you see most interest coming from and are likely to affect to a large extent the In this respect, it appears that in Romania, what is the profile? decision-making process to invest in the changes in workforce demographics Romanian economy (the USA elections, the represent the top concern, followed by “The investment market offers now Brexit, the global trade war, the slowdown increasing tax burden due to unstable fiscal more 100-million plus tickets than ever,” of the industrial production in EU especially environment and complex fiscal legislation says Florian Nitu, Managing Partner, in Germany).” that is constantly changing. Also, the Popovici Nitu Stoica & Asociatii. “Hence, the investor profile changes, large private Bryan W. Jardine, Partner, Wolf Theiss inadequate basic infrastructure continues to believes that Romania is increasingly preoccupy the potential investors especially equity funds start to pin Bucharest/Romania perceived by investors as an attractive those acting in specific areas such as on their investment maps. On substance, destination. “The historic factors of a automotive,” she adds.

Romania – because of its geo-strategic play relatively cheap and skilled labor pool, as “Global concerns mainly focus and access to resources - it’s getting more well as lower costs in other areas such as on the US – China trade war and the and more interesting to global energy and land acquisition and construction coupled Brexit outcome, two factors placing natural resources players, hence strategic a great amount of uncertainty in the with its membership in the EU for a dozen investors. And finally, the origins of invested years now (and the corresponding positive investment world,” says Loredana Ralea, capital varies more, apart from EU based Rule of Law implications), makes Romania Counsel, Clifford Chance Badea. “All investors, or US, Romania attracts more these considering, local stability and more attractive for investors. However, this South African, Chinese, Saudi capital, is tempered by increasing labor shortages predictability are even more appreciated and Sovereign funds based in Qatar,

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Which Lawyer in Romania

“Investors’ appetite for transactions and their ability to secure the capital required for investments in the first quarter of 2020 will give us a more relevant insight on whether the M&A market can sustain its momentum or not,” Serban Suchea, Mitel si Asociatii Singapore, or Abu Dhabi have stakes in local businesses here.

“Looking on the investor profile, the interest of private equity for Romania remains solid, with Romania being the second-largest destination for PE investors in the region, after Poland, while companies looking to enter the Romanian market or strengthen their position on the market represent another important segment,” says Corina Dumitru, Partner, Corporate/M&A practice, NNDKP. “While EU remains the most active region of inbound M&A, investors pool has been significantly increased by companies located outside EU or Europe (Israel, Turkey, United States).

In terms of investment areas, investors are attracted to technology (Romania being a tech destination given its successful development in IT, the highly qualified workforce and the facilities granted by the State), energy, agriculture, manufacturing (primarily automotive), food industry, services (healthcare, financial services), e-commerce, logistics (industrial parks becoming increasingly attractive during the last few years).”

“The M&A upcycle has so far confirmed experts’ expectations and a subsequent growth in 2020 is a safe bet for Romania and probably for global markets as well,” says Serban Suchea, Partner, Mitel si Asociatii. “Nevertheless, investors’ appetite for transactions and their ability to secure the capital required for investments in the first quarter of 2020 will give us a more relevant insight on whether the M&A market can sustain its momentum or not. In terms of uncertainty and threats to a healthy M&A market, the usual suspects in Romania remain the political unrest and fragile legislation prone to constant changes. All this is however shadowed by the strong economic growth and emergence or consolidation of successful businesses, especially in innovative sectors.“ Dan Ciobanu, Partner, Suciu Popa si Asociatii says “Romania continues to be attractive to foreign investors. The sectors

of interest are the traditional ones, such as the oil and gas or energy sectors, as well as the technology sectors, which have a high effervescence..

The year 2019 showed an increased number of transactions in the M&A sector, especially in its real-estate branch. Realestate transactions were among the largest in the M&A market in the second quarter of 2019 (with an estimated value at around €100 million).

Furthermore, recently Romania has become an Emerging Market and with this new status, new investment opportunities could arise. Important investment funds which until now had restricted access to Romania, because of its Border Market status, can now invest in Romania.

In conclusion, the profile of investors for 2020 in Romania is largely the same as before, namely investment funds and private/mixed companies focusing on investments in traditional sectors. However, we note that due to the current political and legislative climate, investors are much more diligent about making an investment in Romania.

Gabriel Zbarcea, Managing Partner of Tuca Zbarcea & Asociatii hopes that high caliber investors will enter the Romanian stock market and a long-awaited revival of the capital market will happen further to the recent upgrade of the Romanian capital market to an “Emerging Market” status.

“At the same time, I already see growing interest from certain investment funds and investment banks in Romania. Recent examples are the entry on the market of giants such as The Rohatyn Group and Morgan Stanley,” adds Zbarcea.

“We are seeing a lot of interest from investors from various countries,” syas

Bryan W. Jardine, Partner, Wolf Theiss.

“Moreover, they are not just coming from the “traditional” investor countries into Romania like the UK, France, Germany, Austria and Netherlands. Increasingly we are getting inquiries on inbound investment deals from countries like the US (including large US equity funds and strategic investors), the Middle East and Asia. As previously noted, the investor appetite spans a range of industry sectors, with technology, energy (both conventional and renewable) and manufacturing being the most notable.”

Currently, the top foreign investors in Romania are officially based in the Netherlands (with companies in this country accounting for 25%), Austria (14.2%), Germany (12.4%), Cyprus (6.9%) and France (6.7%). The high share of the Netherlands and Cyprus investors is explained by the fact that many international companies (especially from US, UK, Russia, China or Italy) implement their investments in Romania using holding companies registered in the Netherlands and Cyprus, shows Razvan Stoicescu, Deputy Managing Partner, Musat & Asociatii. In terms of investor interests and profiles, we see a lot of attention towards Romania from investors in the large capital exporting countries. US companies are becoming very dynamic in Romania and are seeking to grow their presence especially in the energy sector, in banking, IT and outsourcing. Large Chinese funds are also showing interest in infrastructure, energy, banking and agriculture projects and are actively looking for large scale investment opportunities in Romania.

From the European players, investors from Germany, Austria and Czech Republic continue their involvement in the Romanian market, mainly in FMCG, real estate and logistics.

“We see indeed a lot of interest coming from US investors which have already become accustomed to Eastern European policies and regulations,” says Ramona Iancu, Partner, Stratulat Albulescu.

“Asian investors as well are trying to pierce

“For 2019, the M&A market has known a sustained upward trend by bringing to the foreground big and strategic transactions.”

Alexandra Radu, Bulboaca & Asociatii

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Corporate M&A

Which Lawyer in Romania

Corporate M&A

the European markets, with the People’s Republic of China displaying an increased interest towards Europe and especially emerging markets. The diplomatic relationship between the US and China and the export ban would most likely influence Asian investors’ appetite to get to know better European markets and do business here. So, probably, the typical investor would be the strategic investor, trying to expand its business and get to know more jurisdictions.”

In terms of prediction for the next year in terms of M&A market evolution, lawyers anticipate a more prudent approach and slowdown in economic growth for 2020.

“We remain cautiously optimistic for continued growth and development in the Romanian M&A market in 2020,” says Bryan W. Jardine, Partner, Wolf Theiss, while Alexandru Birsan, Partner, Filip & Company agrees that people are cautiously optimistic about Romania. “It has been a really good story for quite a few years now and the hope is that it will continue. However, there is concern that some of the progress is not sustainable for the longer term and this leads to caution.”

Official data, combined with global signs indicate a difficult 2020, which will probably affect some of the M&A activity, especially in areas that are directly hit by an economic slowdown, says Loredana Ralea, Counsel, Clifford Chance Badea.

“On the other hand, some of the largest and strategic deals can happen in precisely such times, and we expect consolidation trends to continue for major industries such as the financial sector, consumer business and retail, constructions, healthcare. Also, energy and telecom will probably see major transactions in the following year, echoing strategic decisions for exit decided by international headquarters.”

Gabriel Zbarcea, Managing Partner of Tuca Zbarcea & Asociatii points out that “the current growth rates of the economy are not sustainable, they are based on consumption and not on investments: inflation rises very quickly, the “twin” deficits (budget and current account deficits) have deepened, while public spending reached an alarming level of 23% of GDP. The state budget is based on an economy growth of 5.5% in 2019, but I don’t think it will exceed 4%. That being said, I do not believe in a buoyant M&A market next year, I believe investors will take a prudent approach as, most likely, the Romanian economy will slowdown. On the bright side, several deals worth up to €1 billion (or even more) could come to a close in 2020 (mainly in energy).”

Alexandra Radu, Partner, Bulboaca & Asociatii pointed out that “while there are factors influencing the economic performance, Romania managed to remain a favorite destination for direct investments in the past years. Taking into consideration that the trend in past years showed signs of growth, we anticipate that the evolution of M&A market will continue to remain at a high level with a special focus on effervescent areas of retail, pharma, consumer goods, services, IT&C and real estate.

At local level, this could potentially lead to continuing interest of investors for diversifying the structure of the transactions in order to increase their business. Also, it is estimated that the Romanian M&A market will be influenced by an increased interest for partial sale of business as well as for asset deal transactions. Most probably, the market will continue to be split between domestic transactions and cross-border transactions, with a slight prevalence of cross-border transactions over domestic transactions. We anticipate that 2020 will be a year focused on fast-growing economy”.

“We have done a thorough survey on M&A Investment in Romania and have found at least 100 extremely interesting companies that are currently in the venture stage, seed, so before the growth stage, in private equity language and in investment, in general, the segment targeting business ideas, so we identified over 100 companies/business ideas that benefitted from a form of investment in 2019,” says Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii.

Furthermore, in the seed stage we have already identified over 30 recent transactions made public.

Eventually, at the next level, the growth stage in the range of €1 to €5 million investment, we, at the PNSA M&A Investment group, have identified over 200 companies at the moment, in Romania, that are somehow involved in a form of investment attraction for development.”

Market signs indicate that 2020 will

bring a slight increase in M&A activity in Romania. “A number of big ticket deals have been already announced,” says Razvan Stoicescu, Deputy Managing Partner, Musat & Asociatii. “For instance, Enel and CEZ – two of the largest energy companies in Romania – made public that they are looking to sell some of their businesses in Romania. In the banking sector, we may see one or more acquisitions of banks with a smaller market share. Private equity funds are also actively seeking for acquisition targets for 2020 and seem to grow their businesses and presence in Romania. Just as an example, Mid Europa Partners officially opening their office in Romania in September 2019 in order to support their increasing activity in the country.

There are also Romanian entrepreneurs who are looking to sell the successful companies they founded decades ago, and would be willing to do so under the right terms and circumstances. Other local entrepreneurs are seeking to diversify their existing portfolio and expand their activities to other business sectors, either through greenfield investments or acquisitions.”

“Given the political changes expected, we do anticipate that the new government will have a more prudent approach in the upcoming period and that this will translate into a slowdown in the economic growth,” argues Alexandra Sulea, Senior Associate Eversheds Sutherland Romania.

The outlook for 2020 is generally positive, believes Corina Dumitru, Partner, Corporate/M&A practice, NNDKP. “There are promising signs that the Romanian M&A market will keep its growing trend.

However, domestic political, economic and legislative volatility as well as a potential period of economic stagnation stretching over the European countries (with, for example, Italy facing technical recession and Germany posing concerns of slowdown) may lead investors towards a more cautious approach to dealmaking.”

Ramona Iancu, Partner, Stratulat Albulescu believes the M&A market will perhaps have the same evolution around the world, with the US presidential elections scheduled for 2020 and the upcoming Brexit influencing investors’ approach to

“Romania continues to be a more and more appealing “destination” for investors, mainly due to the rather low taxation levels.”

Ramona Iancu, Stratulat Albulescu

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Which Lawyer in Romania

Corporate M&A

deals. History taught us that election years in large economies have the potential to influence directly and indirectly dealmaking in all jurisdictions. Although we might witness a more prudent approach in 2020, most likely this will be more visible in smaller companies, while larger companies which are well-capitalized would probably take advantage of local investors which are trying to make quick exits from local businesses.”

Loredana Van de Waart, Partner GRUIA DUFAUT LAW OFFICE argues that the business climate remains favorable to the investments in Romania, but it cannot be judged only considering the domestic factors. The evolution of the M&A market is closely linked to what happens at the international level. The dealmakers’ optimism has been rather moderate so far.

The Romanian economy is very sensitive to the European and international context, if we were to think only about the fact that our main commercial partners, but also the main investors are coming from Europe.

“It is already well known that Brexit determined many companies to readjust their M&A strategies,” says Raluca Cristea, Senior Associate, Bulboaca & Asociatii.

In the existing EU customs union context, Brexit will imply that UK vendors will need to set or acquire SPV in order to be able to retail their DDP products to customers. Furthermore, Brexit will imply that EU directives concerning taxes will no longer apply, which may involve that costs of UK companies investment in Romania will rise. However, the aim of Romania is to ensure mechanisms meant to diminish divergences on non-tariff barriers, regulatory and administrative issues. Also,

“The Romanian M&A market is still far below the country potential, this being mainly due to the low development of the Romanian capital” Gabriel Biris, Biris Goran

“There will be more ‘Irish’ or ‘Dutch’ capital in M&A and investments in Romania after Brexit.”

Dan Ciobanu, Suciu Popa si Asociatii

based on the recent trend and volume transactions involving UK entities, the Romanian business environment reveals that the direct impact of Brexit on short term is rather limited. Of course, Romania should consider both socially and economically the effects that Brexit will have at EU level.”

Brexit is probably the largest unknown factor in our recent history, and nobody may predict its outcome with precision, says Loredana Ralea, Counsel, Clifford Chance Badea.

For sure it will create both opportunities and challenges.

The challenge in terms of M&A and investments comes from the change in regulatory and legal frameworks, which will need to be aligned to the new economic reality and the specific industry characteristics. This could mean longer working hours making deals happen, and even difficulties in getting deals.

However, we don’t expect Brexit to significantly impact the interest in M&A deals in Romania, especially if we talk about international players who will usually carry on their investment activity based on a long-term, strategic plan.

Razvan Stoicescu, Deputy Managing Partner, Musat & Asociatii also agrees that Brexit will affect the entire EU and will mark a shift in the European business environment, including in the M&A activity and in foreign direct investments (FDI). “Currently (end of 2019), there is still uncertainty on how Brexit will be implemented and if the EU and UK will reach a deal or not. With many considering that a no-deal Brexit would cause a UK recession, there is a risk for such recession to spread to continental Europe. Germany’s industrial production also seems to be contracting. In such case, we could witness a decrease in M&A activity and investments throughout the EU, including in Romania. Insofar Romania is concerned, this could translate in a lower M&A volume, with smaller transaction values and fewer deals.

Another potential outcome may be that some investments, including M&A deals, would be either aborted or put on hold until the economic prospects improve.

However, we remain optimistic that the

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overall M&A and investments in Romania would not be affected for too long even in case of Brexit or an economic recession.

There are investors with available funds that would be glad to step in and do deals even in the event of a downturn, especially if transaction prices would be lower, and thus more appealing to the buy side. Plus, UK companies still need a strong foothold in the EU and Romania with its development opportunities, may be the right place for this.

Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii expects that in the short term, there may be some turbulence of minor impact though, while on the medium to long term we see some businesses in the UK relocating in Romania, for EU passport reasons.

“There will be more ‘Irish’ or ‘Dutch’ capital in M&A and investments in Romania after Brexit, but Brexit itself will probably not affect notably the appeal of Romanian investment opportunities.

First, in order to analyze the effects of Brexit on the M&A and investment sectors in Romania, we have to take into consideration if Brexit will happen with or without a deal and the repercussions of each narrative Dan Ciobanu, Partner, Suciu Popa si Asociatii.

Like most European countries, Romania, also, prepared for a no-deal Brexit, even though authorities such as the Romania’s Financial Surveillance Authority (FSA) and Romanian National Bank warned that UK entities will be treated as third-country entities and their activity on the local market will cease in the case of a no-deal Brexit.

Although, Brexit will impact Romania on many sectors, as regards investments in Romania a positive approach may occur,” says Ciobanu. Romania could profit from either Brexit scenario and consolidate its position inside the European community, especially when geographical diversification is one of the best ways to spread the risk attached to Brexit. Investors in search of new investment opportunities could relocate their business to Romania.

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Which Lawyer in Romania

Corporate M&A

Most representative projects BIRIS GORAN SPARL

Assisted CloudTreats Inc., in the sale of its local subsidiary food app developer company to giant Delivery Hero, global leader in online food ordering headquartered in Berlin, Germany. This is the largest transaction in 2018 on the food delivery market in Romania. The transaction was concluded in record time (around three months) given the number of jurisdictions involved and conditions precedent pertaining to the US and Germany, the complex interplay of GDPR and IPR matters and the novelty issues arising from the specifics of the ‘new economy’ transactions.

The law firm assisted the client from A to Z, including organizing the due diligence data room, negotiations and post-closing assistance.

Assisted a group of Romanian investors in the hostile takeover of Romprim SA, a leading Romanian fire-fighting and other special vehicles manufacturer, and owner of prime real estate in Bucharest. This was a complex and laborious acquisition which involved more than 100 sellers individual persons with an acquisition procedure made difficult by the corporate law restrictions.

The law firm structured the hostile takeover by mimicking the capital markets proxy fights, by means of acquiring the right to vote in the shareholder meeting with deferred payment. The team also provides Romprim SA with day to day assistance on corporate, employment and litigation matters as well as with plant relocation assistance and future development of the property.

Represented One United Properties, leading Romanian high end residential developer, in a €20 million bonds issuance through private placement, maturing at four years. The bonds will improve the company’s capital structure and provide liquidity for new residential developments.

Bonds issuance, other than municipal bonds, is rare in Romania. Financing through bonds issuance is rather undeveloped in Romania as compared to other jurisdictions and that alternative method of financing adopted by One United Properties shall pave the way for others in the near future. The team assisted One United Properties on all corporate matters and in the transactional aspects of the bonds issuance. The work also involved complex corporate governance and novel merger control issues.

Romanian counsel for Hagag Development Europe, an affiliate of

Hagag, the leading Israeli real estate developer, on all Romanian law aspects in relation to the public issuance of bonds on the Tel Aviv Stock Exchange for future residential and office developments. The assistance included legal opinion and legal due diligence and involved cooperation with firm’s corporate, tax and real estate departments for this complex transaction which involved both Romanian and Israeli jurisdictions.

Assisted Global Vision, leading Romanian real estate company offering property development, property and facility management and building construction, Global Vision in its association with Globalworth in two large transactions having as purpose the development of two major logistics projects. This was a joint venture, with financing, real estate, merger control and operational aspects that require complex shareholder agreements and ancillary documents, financing planning and exit strategy.

Specialist Lawyers: Teodora Motatu, Ana Fratian, Daniela Lazea, Ruxandra Jianu.

BULBOACA & ASOCIATII

Assisted EximBank in the most important transaction of the year in the financial services sector, whereby EximBank acquired the control of Banca Romaneasca from the National Bank of Greece. The work included performing the legal due diligence report, full handling of the merger clearance procedure with the Competition Council, negotiating and drafting the transaction documents.

Provided legal assistance to SB Group, the holding company that owns Superbet Group, in relation to the transaction by which Blackstone, one of the largest American investment groups, acquired minority shareholding in Superbet, the largest player in the sports betting market in Romania. The transaction is considered the biggest of the year in the services sector.

Acted for Chimcomplex, a leading Romanian chemicals producer, in relation to the acquisition of several assets of Oltchim, one of the most important chemical producers in the CEE, in what represented the biggest transaction in the industry sector.

The work included assistance regarding the financing of the acquisition, negotiating and drafting transaction-related documents, advice, assistance and representation before the relevant authorities - including Competition Council, OSIM, EUIPO and

26

WIPO - in relation to competition and intellectual property matters.

Provided full legal assistance to Sklepy Komfort, a company owned by FTF Columbus, one of the biggest holding and investment companies in Poland and the CEE, in relation to a potential acquisition of Podnet Consulting, one of the main Romanian retailers in the distribution of home interior products, operating a national network of specialized stores. The work included due diligence, negotiating and drafting the transaction documents, complete handling of the merger clearance procedure with the Competition Council.

Specialist lawyers: Adrian Bulboaca, Alexandra Radu, Catalin Petrea, Raluca Cristea, Cosmin Pohaci, Ana Chira, Paula Cranganu, Ana Maria Thilia, Ioana Barbu, Roxana Serbanescu.

CLIFFORD CHANCE BADEA

Advising private equity fund Abris Capital Partners on the sale of courier company Urgent Cargus to Mid Europa Partners, September 2018.

Advising First Bank, owned by USbased investment fund J.C. Flowers & Co., in relation to its acquisition of Bank Leumi Romania, April 2019.

Advising the German-based REWE/ DerTour group with retail and tourism activities, in relation to the acquisition of the travel agency arm of Eurolines Romania, July 2019.

Advising private equity fund Abris Capital Partners in the acquisition of a majority stake in Global Technical Group, the leading end-to-end solution provider for building management and security integrator in Romania, July 2019.

Advising French-based investment fund AEW in connection with the sale of its Romanian portfolio to the real estate investment division of Morgan Stanley in association with a group of Israeli investors highly active on the real estate market, represented by David Hay and, respectively, Indotek Group, one of the largest Hungarian investment groups. The transaction included America House, a landmark A-class office building in Bucharest, acquired by Morgan Stanley together with the Israelian real estate investors, and the Promenada Mall Targu Mures, acquired by Indotek Group, September 2019.

Specialist Lawyers: Nadia Badea, Loredana Ralea, Mihai Macelaru, Diana Crangasu, Ecaterina Burlacu, Radu Costin, Lavinia Dinoci.

Which Lawyer in Romania

D&B DAVID SI BAIAS

Assisted Romanian drug distribution and retail business Farmexim/Helpnet in the transaction with german group Phoenix, a leading European healthcare provider.

Assisted healthcare provider Regina Maria in the transaction with Premiere Hospital and also with Genetic Laboratories in Bucharest and Cluj.

The law firm performed the due diligence analysis on Focus Sat Romania SA and punctually assisted M7 Group in the acquisition of Focus Sat Romania SA and the completion of the transaction.

Assisted the healthcare provider Sanamed in the transaction with Fresenius, a leading global healthcare group.

Assisted CRH in the takeover of certain assets located in the west part of Romania from Pomponio, a company active in the field of constructions.

Specialist lawyers: Sorin David, Anda Rojanschi, Cristina Paduraru, Romana Petre, Adina Oprea, Andreea Tortov, Mihaela Papandreia, Alice Spridon, Carmen Cretu.

DENTONS EUROPE - ZIZZICARADJA SI ASOCIATII SPARL

Advised Orbis, the largest hotel group in Central and Eastern Europe on the separation of its real estate ownership activity from its service business, and on the subsequent sale of its service business to Accor hotel group.

Assisted GfK on the sale of one of its business lines, including four global divisions of its custom research business, to IPSOS SA. GfK sold four global divisions of its custom research business.

Assisted CEE Equity Partners Ltd in relation to the acquisition of 15 grain silos and logistics hubs from Brise Group.

Advising a leading supplier of industrial maintenance, repair and overhaul (MRO) products and services in connection with the acquisition of shares in two Romanian entities.

Advised Monsson Operations on the sale of 51% stake of its shares to PLC S.p.A Italy.

Specialist Lawyers: Raul Mihu, Cristina Daianu, Claudiu Munteanu-Jipescu.

EVERSHEDS SUTHERLAND ROMANIA

Assisted Unilever South Central Europe SA in the acquisition of the entire shareholding of Betty Ice SRL, the main local ice producer in Romania. The deal was seen as a high profile transaction on the Romanian ice cream market, as it led to the combination of key players in the region. The team offered the legal expertise and has been involved in all stages of the deal.

Assisted ZF Friedrichschaften in the

implementation of investment and cooperation mechanism for the subsequent acquisition of the automation business of Beespeed Automatizari SRL. The law firm assisted the client with designing and negotiating the mechanism through which it intends to acquire the automation business of Beespeed Automotive.

Assisted Federica Mapell in the sale by Ms. Federica Mapelli to Georg Fisher Group of Eucasting SRL, as well as other assets associated with the casting business carried out in Romania. The transaction involved complex negotiations with the buyer’s team, drafting the transaction documentation, support in connection to assistance required for the purpose of the merger clearance.

Offered full legal service to the giant Unilever in the acquisition of the majority of shares of the FruFru brand owned by the Good People company.

Specialist Lawyers: Mihai Guia, Cristian Lina, Alexandra Sulea, Oana Dobre, Cosmina Raicu, Irina Stoicescu, Carolina Pletniuc.

FILIP & COMPANY

Assisting the LafargeHolcim group, one of the world leaders in the construction materials industry, in the acquisition process where it takes over 100% of the shares of Somaco Grup Prefabricate, one of the largest manufacturers of precast concrete elements and BCA from Romania. The acquisition was authorized by the Competition Council in September 2019.

Assisting ArcelorMittal in the sale of the former Sidex Galati steel mill to Liberty Steel, part of GFG Alliance, a global company held by Sanjeev Gupta. Along with the Galati steel mill, the company also bought six steel plants and five service centres located on European territory. The total value of the transaction was €740 million.

Assisting Benefit Online in its acquisition

by Edenred.

Specialist Lawyers: Alina Stancu Birsan, Cristina Filip, Alexandru Birsan, Ioan Dumitrascu.

GNP GUIA NAGHI AND PARTNERS

The law firm offered legal advice and assistance to Clever Tech, part of Daimler Group, related to various amendments of the company’s Articles of Association, such as for the revocation of some of its directors, certain increases of company’s share capital and ultimately successfully registration of such amendments to the relevant Trade Registry office.

Assisted IT Startup in connection with a transaction under which the client cooptated

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Corporate M&A

an investment fund as new shareholder. The law firm assisted the client also with various corporate matters, consisting in negotiations and drafting the necessary documents and registration with the Trade Registry.

The law firm offered legal assistance to a company well-known in providing legal and public affairs services in Romanian, in connection with transfer of shares to the general manager of the company.

The law firm offered legal assistance to Mega Image, part of Delhaize Group, the main food retailer from Bucharest in connection with drafting and negotiating lease/sale-purchase agreements for retail spaces.

Specialist Lawyers: Manuela Guia, Bianca Naghi, Tudor Nacev, Roxana Barica.

GRUIA DUFAUT LAW OFFICE

Assisted an international group in takingover a Romanian company acting in the biotechnology research field.

Advised an important company, owned by an American investor, acting in the sugar production industry, during the negotiations for the sale of several sugar factories Assisted a major international company acting in construction and transport infrastructure the field with respect to the sale of the shares owned in a Romanian company specialized in construction and transport infrastructure.

Assisted a worldwide French group acting in the food industry during the reorganization of trade activity and production, through several operations - closing, collective dismissal, sale of assets, reorganization procedures with various authorities, share capital increase.

Assisted a French investor in selling the shares owned in one of the most important companies in clinical and laboratory investigations.

Advising a multinational company operating on the security market in a major acquisition of several Romanian companies activating in this field.

Advising a French industrial group specialized in the distribution of chemicals in connection with the acquisition of shares in a Romanian company.

Legal advice provided to an educational group for the development of an international private school in Romania.

Assisting an Austrian investor in the transfer of the business from a transport company to a new company.

Specialist Lawyers: Dana Gruia Dufaut, Loredana Van de Waart, Cristina Bojica, Teodora Koletsis, Gabriela Popescu.

Which Lawyer in Romania

IONESCU SI SAVA

Corporate M&A

The team is assisting Resolute Asset Management Romania SRL in all dayto-day matters regarding to portfolios of NPLs the client is managing on behalf of several financial institutions and handling corporate matters for the SPVs under its management, namely two commercial centers and one industrial real estate owner. The team is providing assistance with regard to compliance matters, from environmental issues to fire-safety and real estate requirements. The law firm has assisted the client in commercial and M&A-related issues of the SPVs, providing legal services with regard to changes in the share structure of the companies.

The corporate and commercial team, is constantly assisting Mercedes-Benz Romania SRL in various commercial and corporate aspects, providing assistance and consultancy services on a wide range of aspects, from corporate matters related to the company’s share structure, to commercial aspects including legal opinions related to the company’s products and activities, drafting and reviewing sale-purchase agreements, dealer and service agreements, as well as compliance issues of its activity with the groups policy and Romanian legislation.

The team, designed and implemented an effective privacy and data security plan for Romstal Group. In this regard, the team performed an audit upon the type of information collected and processed by the group, analyzed the legal framework and applicable legislation, reviewed the internal existing group policies, analyzed and evaluated the security risks and designed and implemented custom-made legal solutions in accordance with the provisions of data protection legislation.

Also, the law firm is acting as data protection officer for all entities within Romstal Group, regularly measuring the effectiveness of the designed solutions.

The corporate and commercial team, provided for Rock Star Construct SRL Piatraonline, the largest Romanian on-line platform for retail of natural stone, day-today legal assistance services consisting of drafting and reviewing service agreements and advertising campaigns regulations, issuing legal opinions on various matters, providing legal advice on consumer protection regulations and representing the client before public authorities.

The law firm has provided and continues to provide to Autoklass Center SRL legal assistance and consultancy services for the compliance with the provisions of the new data protection

regulation - GDPR. In this regard, the team, performed an audit upon the type of information collected and processed by the client, reviewed the internal existing group policies, analyzed and evaluated the security risks and designed and implemented custom-made legal solutions in accordance with the provisions of data protection legislation. Currently, the law firm is also acting as data protection officer for the client.

Specialist lawyers: Radu Ionescu, Alina Neagu, Alexandru Tache, Roxana Iordache, Alin Sinocicu.

KINSTELLAR

The law firm advised UK steelmaker Liberty Steel on the Romanian and Czech law aspects of its €740 million acquisition of ArcelorMittal’s European assets. Under the deal, Liberty has acquired seven steelmaking units, the steel factories in Ostrava in the Czech Republic and Galati in Romania, as well as steel mills in Skopje - North Macedonia, Piombino - Italy, Dudelange - Luxembourg, two factories near Liege - Belgium and five service centres which in total employ 14,000 people. The deal turned Liberty, part of London-based GFG Alliance, into one of the largest steelmakers globally.

The law firm advised BriseGroup, a significant local player in the grain and agricultural input trade, on the agreement with CEE Equity Partners regarding the modernization, integration and development of 15 grain silos and logistics hubs, with BriseGroup thus becoming a valued grain origination client of the first agriculture infrastructure platform in Romania, Bristol Logistics, which offers open access to farmers and traders operating within the catchment areas served by its network.

The law firm is advising Inteva Products on the Romanian, Czech, and Slovak part of this cross-border deal including Romania. The work included in particular legal advice: with regards to the local aspects of the transaction documentation, on the pre-closing group restructuring, on legal aspects of the supplies in the transition period, on the changes to the current financing lines. The pre-closing restructuring included several intragroup carve-outs of the business to be divested, these carve-outs being carried out on both local and cross-border level, establishment of several new companies, complex employment matters such as employee transfers, and assessment of the impact of the carve-outs and entire transaction on the existing customer and supplier agreements in order to ensure 28

a smooth transition, in particular from Inteva’s clients’ perspective, the clients being the major global car manufacturers.

The law firm advised the shareholders of Promat Comimpex and Agroind Cauaceu on the sale of 40% of their shares to Ameropa, a leading Swiss grain and fertiliser trader. The matter involved mainly transactional related work in connection with the negotiation of the sale purchase agreements and shareholders’ agreements, as well as assistance between signing and closing, fulfilment of the conditions precedent and closing actions. The fact that Promat, Agroind and Ameropa were competitors made the discussions about the split of the commercial decisions post-closing very complex, both from a business and from a legal perspective. It required a number of innovative legal structures to be able to accommodate the will of the parties and the legal requirements.

The law firm advised Alychlo/Ceres Pharma NV on the acquisition of the Ceumed Group companies, a company active in the pharmaceutical sector. The work covered assistance with the local law requirements applicable to the transaction, as well as the implementation of the transaction within each jurisdiction.

Our Romanian office coordinated the input on the Bulgarian, Czech, Hungarian, Romanian, Serbian and Slovakian law matters. Doing that in a fast-moving transaction was a very challenging and interesting feature for the M&A lawyers.

Specialist lawyers: Razvan Popa, Kamil Blazek.

LOSPA LAWYERS

The law firm has provided legal assistance for Worwag Pharma Romania on a daily basis on conclusion of numerous agreements with healthcare professionals and various services providers and business partners, including complex distribution agreements, sponsorship, deposit or consignment agreements.

The recent relevant instructions included advising in connection with a multitude of corporate governance, commercial and regulatory issues triggered by the settingup of a new legal entity in Romania.

The law firm has assisted Bozankaya Otomotiv AS, one of the world’s leading companies in automotive industry, with the recent opening of its local entity in Romania.

The law firm’s work for Max Junior Project Romania included full range of corporate and commercial matters related to client’s daily business.

Specialist Lawyer: Paul Lospa.

Which Lawyer in Romania

Corporate M&A

MPR PARTNERS | MARAVELA, POPESCU & ROMAN

Retained by Chimcomplex, major chemicals producer, in relation to the acquisition of the major part of business assets of Oltchim SA, one of the CEE’s leading chemicals producers.

Retained by the leading pet food producer in Romania, Nordic Petfood, in the context of the sale of its business to a European pet food company, United Petfood.

Retained by Precision for Medicine Group in the cross-border acquisition of Argint International, a company specialized in medical trials.

Retained Trico, global automotive company, in order to assist with the crossborder acquisition of the entire division of another major automotive industry player.

Advised the Dutch firm Nederlandse MKB Participatiemaatschappij Holding BV Netherlands in the acquisition of a mediumsized IT and software development company.

Specialist Lawyers: Gelu Maravela, Alina Popescu, Dana Radulescu.

MITEL & ASOCIATII

For over 16 years, the law firm has been a permanent legal advisor for Airbus Helicopters Romania and Airbus Group, providing full legal services in various matters regarding all aspects of Airbus’ business relations and day-to-day activity. The most recent mandate involved the full range of legal services during the launch of a new final assembly line of helicopters, H215, in Ghimbav, Romania. The project was estimated at €40 million.

Following steady expansion in Romania, Lear group currently operates 4 plants in Romania in various sectors related to car manufacturing industry. The law firm has been continuously and exclusively servicing Lear for more than 15 years in connection with a wide range of corporate & commercial matters related to the dayto-day management of their business in Romania, including assistance for opening and operation of all their plants and in connection with their future expansion plans.

Stericycle Group, a global businessto-business services group of companies, with US based headquarters, specialized in collecting and disposing regulated substances, such as medical waste and sharps, pharmaceuticals, hazardous waste, and providing services for recalled and expired goods. For over 10 years the law firm has been advising Stericycle Romania on all corporate and commercial matters and permitting procedures related to the day-today activity of the Romanian companies of Stericycle Group. The law firm has been assisting Stericycle Group in over 15 share

deals and asset deals in the context of their steady expansion in Romania, as well as in three successive mergers of their Romanian subsidiaries, the third one being ongoing.

Advising Med Life, the leading private healthcare group in Romania, on several share deals and asset deals in the context of their steady expansion in Romania.

The law firm has been advising Mezzanine Capital Partners in connection with all their Corporate and commercial an M&A matters related to their Romanian portfolio. The most recent mandate consists in a full range of legal services in connection with the potential acquisition of a minority stake in a Performs producer, market leader in this field, and an associated mezzanine financing. The assistance includes conducting a full due diligence review on the target and structuring the transaction.

Specialist Lawyers: Sorin Mitel, Madalina Paisa, Serban Suchea.

MUSAT & ASOCIATII

The law firm has assisted Damen Shipyards Group, in connection with the acquisition from Daewoo Shipbuilding & Marine Engineering, DSME, of one of the biggest shipyards in Romania with over 2,000 employees and a turnover of over €500 million, the Mangalia Shipyard. The mandate covered legal advice on all matters of Romanian law regarding the deal, from its early stage of structuring, to negotiation with all parties involved, DSME and the Romanian State, and actual implementation. The advice included drafting and negotiation of all related documentation - SPA, joint venture agreement, indemnification arrangements, receivables transfer agreements, necessary legislative enactments to accommodate the joint venture, debt to equity swap documentation, as well as closing assistance, including merger control and state aid approval, and day to day support in the implementation of the joint venture agreement. Damen acted in this transaction in multiple roles, buyer from DSME, seller to the Romanian State, and party to a joint venture agreement with the Romanian State for the operation of the Mangalia Shipyard, and the law firm advised with respect to all of them. The deal implied a reversed privatisation, in which the Romanian State re-acquired control in the Mangalia Shipyard, now a state owned company, while leaving the operational control to the private investor.

The law firm advised Spectrum Brands Unit, a $5 billion consumer products company, in connection with the $2 billion sale of its global battery and portable lightning business to Energizer Holding Inc. The transaction was successfully closed at the beginning of January 2019. Currently, the 30

law firm is advising Spectrum Brands Unit in relation to various post-closing issues. A particular point for the Romanian jurisdiction has been that fact that the Romanian target company was not fully owned by the seller, with non-affiliates shareholders resisting to the exit.

The law firm is performing local law advice to Brookfield Business Partners LP, the flagship listed business services and industrials company of Brookfield Asset Management Inc., in connection with the $13.2 billion acquisition of 100% of Johnson Controls’ Power Solutions business. The law firm is assisting Brookfield Business Partners LP on corporate, labour, regulatory and tax perspective at all stages prior to the business transfer, and generally with the structuring the transaction.

The law firm is acting for Emerson, a global leader in technology and engineering, in a carve-out sale of its Leroy Somer, based in France, and Control Techniques, based in UK, businesses to Nidec Corporation, with a transaction value of $1.2 billion. The team has assisted the client in a reverse due diligence exercise in order to prepare the business for sale and we focused in reviewing the due diligence documents up-loaded in the data room, identifying potential issues which would concern a potential buyer, running searches in the public records, solving matters pertaining to organization of the data room and dealing with sensitive matters which may impact the transaction. Furthermore the law firm has assisted Emerson in structuring the transaction for the purpose of transferring the business and the Romanian local entity, formerly pertaining to Emerson, to Nidec Corporation.

The law firm advised Innovation Norway a state-owned company and a national development bank formed in 2004 through the merger of four governmental organizations, acting as programme operator for the green industry innovation programmes in Bulgaria, Poland and Romania and the global fund for decent work and tripartite dialogue that funds projects in 12 countries, on set-up of a local representative office in Romania to be in charge with the EEA Grants. The M&A team is assisting the client on all legal and tax matters related to set up of the Romanian representative office closely working with the client’s representatives in Romania for the day to day activities.

Specialist lawyers: Gheorghe Musat, Monia Dobrescu, Razvan Stoicescu, Iulian Popescu, Paul Buta, Razvan Graure, Andrei Ormenean, Manuela Lupeanu, Madalina Trifan, Simona Anton, Adrian Danciu, Ana Maria Abrudan, Alina Man, Cristian Cepesi, Roxana Bujoreanu.

Legal Opinion

As easy to understand, as easy to break – the security of personal data – Alina Nica, European Institute of Public Administration - certified data protection professional, partner at Ionescu & Sava

Given the fuss generated by General Data Protection Regulation (GDPR), each and every one of the main actors of the protection mechanism were mainly concerned with the documentary side and less with the practical side.

Preparing the right “papers” is, of course, important because the technical and organizational measures must be documented in the records of processing activities.

However, this is obviously insufficient for assuring compliance with GDPR. It is that probably why, following a quick analysis on the reasons why the Data Controllers in Romania, but also in Europe were punished by the national supervisory authorities, it turned out that 4 of the 7 (56%) irregularities identified by the Romanian authority concerned the non-compliance of the entities punished with art. 32 of the GDPR. Also, the same obligation is the reason why in Europe sanctions were established in 25 of the 94 (27%) of the existing cases.

The highest fines were set by ICO (UK authority) - known for its rich activity and expertise, followed by the Bulgarian authority (KZLD), which fined the National Revenue Agency with 2,600,000 Euros for “Leakage of personal data in a hacking attack due to inadequate technical and organizational measures to ensure the protection of information security.

It was found that personal data concerning about 6 million people was illegally accessible.”. According to some researchers, nearly every adult in the country had their personal data compromised1.

History makes fun of those who do not know it, repeating itself.

So, what should one do to avoid being the one to determine the increase in the number of cases in which the authorities punish the lack of appropriate technical and organizational measures to ensure the protection of information security?

What does art. 32 of GDPR say?

That taking into account the state of the art, the costs of implementation and the

nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the controller and the processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

What does art. 32 of GDPR really say?

That after a rigorous evaluation regarding what data is necessary for each process to be carried out (nature, scope, context and purpose) and how can it be lawfully processed, the controllers and processors are required to determine the risks inherently associated with processing and posed to the rights and freedoms of natural persons.

The assessment of risk should take into consideration the likelihood of the risk occurrence and the severity of the risk.

So, it will be established if there is a risk of destruction, loss, alteration, or unauthorized disclosure of the data for each specific process.

Regarding the severity, it should be considered a low risk when the potential abuse of that specific personal data does not have particular consequences, a medium risk when personal data could have severe impact on the data subject situation, a high risk when we are talking about sensitive data (such as health data), and a very high risk when the abuse of such data could put the data subject’s life at risk.

The figure included in the Guide for technical and organizational measures issued by The Federal Data Protection and Information Commissioner (FDPIC) - Switzerland can be of great help in identifying all risk areas that need to be considered2.

This complete evaluation should be done for each ongoing process and, as well, before implementing any new processes. The findings of the evaluation must be used when determining the appropriate measures. The measures should be corresponding to the state of the art in technology at the time of processing, which means known,

1 “In systemic breach, hackers steal millions of Bulgarians’ financial data”.

Reuters. 16 July 2019. Retrieved 22 July 2019.

2

The Federal Data Protection and Information Commissioner (FDPIC). Available at

https://www.edoeb.admin.ch/edoeb/en/home/data-protection/dokumentation/guides/technical-and-organizational-measures.html

proven and effective measures currently available on the market, if the “cost of implementation” is not disproportionate.

The demands placed on security of processing are aimed both at the controller and the processor because both are held responsible for an adequate level of security and the technical and organizational measures must be monitored and regularly reevaluated.

The employee awareness is also crucial, so employees need to know what their obligations are and what to do if certain situations occur. Even if compliance with the rules imposed by the GDPR is in their interest, a hard work has to be done in order to determine people to understand, feel and resonate with the aim of protecting personal data.

Thus, it is not wrong at all that the employees be informed on the consequences that a violation of the GDPR regulation (found by the employer or by the authorities) would have on themselves, respectively when they ignored or violated with good knowledge the rules and procedures established by their employer as part of the technical and organizational measures that were adopted in order to comply with the GDPR. Such action could be, according to labor legislation, a basis for attracting the employee’s personal liability for the damage caused to the employer, so, under certain conditions, including for the fine imposed.

Which Lawyer in Romania

Corporate M&A

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance provided to a leading IT corporation and one of the fastest-growing enterprises, in the acquisition of a local developer of end-to-end digital products and solutions.

Assistance provided to a multinational pharmaceutical company and one of the largest generic drug manufacturer in the world, in the process of restructuring its business in Romania.

Assistance provided to the global leader in payment solutions for the working world, in the acquisition of a group of entrepreneurial companies holding and managing the largest Romanian employee engagement platform.

Assistance provided to a $15 billion global food company in the acquisition of an entrepreneurially developed meat-processing operator in Romania.

Assistance to a German automotive manufacturing company in the restructuring of the companies currently held in Romania as a result of the massive reorganization of the group at global level.

Specialist lawyers: Gabriela Cacerea, Ruxandra Bologa, Adina ChilimDumitriu, Adriana Gaspar, Corina Dumitru, Razvan Vlad.

NOERR

The law firm adviced Kathrein SE on the sale of its mobile networks antenna business to Ericsson. The complexity of the transaction is driven by the size of the players involved which triggered complex asset deals in more than 20 jurisdictions.

The law firm adviced Signa Group on the acquisition of furniture chain Kika/Leiner with respect to the takeover of the HU, CZ, SK and RO subsidiaries.

Advice on the acquisition by Skyview Capital LLC, a global private investment firm, of select customer care assets from Conduent Incorporated. The law firm has assisted the client with respect to Romanian and Czech Republic jurisdictions.

The law firm adviced an IT software and services group on the sale of the entire business and related subsidiaries located in Romania, Germany and the US to an US tech private equity fund.

The law firm adviced one of the top 20 largest pharmaceutical companies in the world on business restructuring pursuant to a recent acquisition made by the client of another major player in pharmaceutical field, by assisting in all corporate, employment and regulatory matters. The complexity of the project is driven by the size of the players involved and the detailed integration process of the Romanian subsidiaries into the newly created pharma giant.

Specialist lawyers: Prof. Christian Pleister, Holger Ebersberger, Zoltan Nadasdy, Barbara Kusak, Martin Tupek, Rusandra Sandu, Roxana Dudau, Luiza Bedros, Magdalena Lupoi, Oana Piticas, Gabriel Popa, Adrian Georgescu-Banc, Diana Rizea, Cristina Stamboli, MirceaCatalin Roman.

PETERKA SI ASOCIATII SCA

Comprehensive advisory services to the Romanian subsidiaries of XPO Logistics, a leader in the provision of supply chain services, in relation to the restructuring of the local entities shareholders’ structure by means of a merger which includes the drafting of the relevant documents for the merger, as well as carrying out the necessary formalities with the relevant authorities.

Legal assistance to Hanes Global Supply Chain Romania, the local subsidiary of Hanes Brands Inc, a market leader in the design, manufacture and distribution of branded apparel, in connection with the preparation of relevant corporate documents as well as registration formalities with the relevant Romanian authorities, in relation to various day-to-day corporate matters.

Legal advisory services to Falck Danmark, one of the global leaders in rescue and safety courses and a provider of occupational health solutions, in relation to an internal share transfer between existing shareholders in a Romanian company. The task included legal advice in relation to each step required for the completion of the transaction, drafting the relevant documentation and taking care of trade registry related formalities.

Comprehensive advisory services to Emo Trans, an international company specializing in freight and global logistics, in respect of acquiring a participation in a Romanian company specialized in air and road freight, with the option to fully acquire the target company in the future.

Legal advisory services to Oriens Bijuterii, the local subsidiary of Oriens Bijou, a Polish retailer of watches, clocks and jewellery, in respect of the implementation of the new structure of the shareholders at the Romanian level, including the drafting of the relevant documents and carrying out the necessary formalities with the relevant authorities.

Specialist lawyers: Cosmina Romelia Aron, Ioana Sebestin, Ioana Catalina Savan, Letitia Silaghi.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Assisted Oresa Ventures on the sale of Somaco to LafargeHolcim.

Advised Net Brinel on its takeover by SNEF. Advised RTC Proffice Experience on 32

the acquisition of the cleaning and hygiene products distribution from Paper Plus SRL. Assisted Voestalpine on the acquisition of the majority stake in Travertec Buzau.

Advised Farmexim and Help Net on their sale to Phoenix.

Specialist lawyers: Silviu Stoica, Vlad Ambrozie, Bogdan C. Stoica, Irina Ivanciu, Andreea Hulub.

RADULESCU & MUSOI ATTORNEYS AT LAW

The law firm provided assistance to a Polish investment fund in the acquisition of a controlling stake in a software company offering online payment services.

The law firm provided assistance to an investment fund institution in the acquisition of a software company offering digitalized services to financial institutions.

The law firm assisted the client in the merger clearance of the acquisition of control over a major Romanian producer of industrial cables.

The law firm assisted the client in drafting and negotiating the transaction documents for sellingthe company’s participation in a farm in the North of Romania. The work included drafting and negotiating the SPA, Master Farming Agreement, Earn-Out Guarantee, Working Capital Agreement, Loan Transfer Agreement, Seller’s Warranty Guarantee, Escrow Agreement, Management Agreement, as well as other transaction documents.

The law firm assisted an important agricultural company in taking out a €17 million loan from International Investment Bank for modernizing a slaughter house and opening a new one for poultry.

Specialist lawyers: Mihai Radulescu, Despina Andrian, Roxana Musoi, Carmen Banateanu, Victor Iacob, Diana Tascu, Alexandru Chiriac.

RTPR ALLEN & OVERY

The law firm has advised Prime Kapital on the sale of a real estate portfolio to MAS Real Estate for a price of €112.97 million. The portfolio consists of nine retail centres with a total surface of 67,959 square meters which are located throughout the country: Roman, Baia Mare, Slobozia, Focsani, Ramnicu Sarat, Targu Secuiesc, Fagaras, Gheorgheni, Sebes.

The law firm advised Highlander Partners on the acquisition of the majority stake in the Ares Group, the leading private provider of interventional cardiology procedures in Romania.

The law firm has advised private equity fund CEECAT Capital on the sale of Brikston Construction Solutions SA, previously Ceramica SA, to the Austrian group Leier.

Which Lawyer in Romania

Corporate M&A

The law firm has advised Arobs Transilvania, a market leader in software products and services development, in relation to the acquisition of SAS Grup.

SAS Grup owns alarma.ro and is one of the main players in the fleet monitoring solutions field in Romania.

The law firm assisted Pet Product’s shareholder, Cristian Pop, on the sale of the company to Rohatyn Group. Pet Product is the largest pet shop chain in Romania with 73 shops operating under the Animax brand.

Specialist lawyers: Costin Taracila, Mihai Ristici, Andrei Mihul, Alina Stavaru.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted GapMinder Venture Partners in connection with its investment in Fintech OS, a company specialized in digital transformation of financial institutions, which has a $5 bilion managed assets portfolio and operations on 3 continents.

The total investment amounts to €600,000 being partly for an increase in share capital and also for loan convertible equity of €500,000. The law firm provided assistance including performing the legal due diligence, drafting the investment documentation, as well as assisting with the closing of the transaction.

Assisted GapMinder Venture Partners, a VC Fund financed via Competitiveness Operational Programme 2014 - 2020 and co-financed by the European Fund for Regional Development, in relation to the investment in Typing DNA a start-up having launched in 2016 and rapidly gaining worldwide recognition for its innovative online biometric technology. The transaction structure involved convertible loan granted by GapMinder as investor.

The assistance consisted of drafting the transaction structure, performing the legal due diligence of the target, as well as drafting, negotiating and implementing transaction documents.

Assisted Morphosis Capital, a relatively newly established private equity fund focused on growth capital investments in Romanian Small and Medium Enterprises, with its proposed investment with DocProcess SRL. The target company is a successful tech startup having developed a cloud finance and accounting automation solution based on Robotic Process Automation and eInvoicing.

The assistance included drafting the transaction structure and involvement in the drafting and negotiations of the nonbinding and, at a later stage, binding pre-transaction documents, performing the

due legal diligence of the target, as well as drafting, negotiating and implementing transaction documents.

Assisting Amphenol with the proposed acquisition of the majority stake in GJM automotive components business, an international group present in Romania with two production facilities. The assistance comprises of performing the legal due diligence and revising from Romanian law perspective and implications the transaction documents. The transaction is important due to its strong international component, as well as the size and international recognition and presence of the target companies, which are now on the market in over 22 countries and are continuously expanding their business.

Assisting PitechPlus, a consulting group that offers a wide range of services that cover IT&C software development and business know-how, specializing in development, design and maintenance of web projects and mobile apps, with clients from all over the world, in the shareholder partial exit towards Webhelp SAS. The assistance included legal advice in relation negotiating the share-purchase agreement, disclosure letter, drafting and negotiating the management agreement, as well as assistance with all closing formalities of the transaction.

Specialist lawyers: Silviu Stratulat, Cristina Man.

SUCIU POPA

Advised KMG International in connection with the structuring and creation of the Kazakh-Romanian Investment Fund designed to promote investments in a number of sectors of the Romanian economy such as energy and infrastructure, with projected investment values of approximately $1 billion, an innovative and complex deal as in terms of structuring and incorporating investment funds with the involvement of the state, nothing similar to this has been done before in Romania.

Advised Black Sea Oil & Gas, a Romanian based oil&gas company controlled by the Carlyle Group, one of the largest private equity worldwide, in the negotiation of the long term gas sales agreement with Engie through its subsidiary Engie Energy Management Romania SRL for natural gas supply from the Midia Gas Development Project, MGD Project, as well as in the subsequent process to approve the Final Investment Decision to proceed with the $400 million MGD Project.

Advised Central Bottling Company Ltd, the leading manufacturer and marketer of beverages and milk products in Israel and the licensee for the territory of Romania of 34

Carlsberg and Muller, in the buy-out of the minority stake held by Molkerei Alois Muller GmbH & Co. KG in Muller Dairy Romania, as well as in connection with the renegotiation of the long-term licence agreement. The team’s work included assistance in the buy-out of Muller GmbH from the shareholding structure of Muller Dairy Romania and the restructuring of the Muller brand license and supply agreements for the territory of Romania, Bulgaria and Moldova, in the context of the minority shareholding buy-out. The law firm also advised on the notification of the transaction with the competition authority for merger control purposes.

Assisted Black Sea Oil & Gas in the negotiation of the farm-out agreement and related documents, for the successful acquisition of an additional 5% stake in the Midia Gas Development Project, Concession for Blocks XIII and XV in Romanian Black Sea, from the co-venturer Gas Plus International BV, increasing the client’s stake to 70% of the Project. The Romanian National Agency for Mineral Resources has approved the transfer in April 2019, this being the main condition precedent for the transfer.

Advising Helix Oilfield Services Ltd, an UK independent oil&gas company that provides equipment sourcing, engineering services and commercial storage in a complex negotiation with the largest Romanian drilling contractor for the sale of oil&gas drilling equipment and including the set-up of the corporate guarantees by the parent company of the contractor to secure the recovery of outstanding debts from the rental of that equipment.

Specialist Lawyers: Miruna Suciu, Luminita Popa, Cleopatra Leahu, Dan Ciobanu, Andrei Georgescu, Vlad Cordea, Mihai Caragui.

TONCESCU SI ASOCIATII SPRL (KPMG LEGAL)

The law firm assisted Zarea SA, a Romanian company involved in the production of alcoholic beverages, part of a renowned European group specialised in the production of sparkling wine, with performing a legal due diligence over certain brands of alcoholic beverages well-known on the local market. Following the due diligence analysis, the law firm played an important role, assisting the client during the entire transaction process, during the multiple rounds of documents’ negotiations until signing and closing of the transaction.

The law firm is assisting GetBack Recovery SRL, an important player in the Romanian debt recovery market during a

Which Lawyer in Romania

sell mandate, Project Fox. The law firm assisted EOS Credit Funding DAC in the acquisition of a mixed portfolio of unsecured non-performing loans of mainly corporate and consumer clients, Project Arena. As part of the project the law firm has also assisted the client in obtaining the clearance from the Competition Council. Moreover, the law firm has been also part in the drafting of the transactional package as well as in the negotiation process. The law firm is currently still advising the client with postclosing aspects of the transaction.

The law firm advised and represented Cefin Real Estate Kappa SRL with the sale of a real estate property, in view of developing a residential project in North Bucharest. The surface of the land was of approximately 300,000 square meters and the law firm advised on the due diligence process and in drafting and negotiating the transaction documentation for the seller until the successful closing of the transaction.

Specialist Lawyers: Laura Toncescu, Catalin Oroviceanu, Anda Tufan, Cristina Rosu, Duagi Gunay.

TUCA ZBARCEA & ASOCIATII

Advising Sanofi on the divestment of its European generics business further to a €1.9 billion cross-border transaction. The team advised on the Romanian law aspects arising from an intra-group restructuring in view of separating the generics business carried out by Sanofi from Sanofi’s other businesses and the subsequent sale of such generics business, i.e. Zentiva, to Advent International.

Advising Global Technical Group on a transaction by which the group of companies founded by Fadi Rida and Mihai Stanescu have successfully attracted Abris Capital Partners, a private equity fund manager.

Legal assistance to the founders of Optiplaza, the second-largest player in the Romanian optical retail market, in selling the company to Innova Capital.

Assistance to Zeitfracht Group in the acquisition of a minority participation of Blue Air Aviation SA, a Romanian based low-cost airline, the biggest Romanian air carrier.

Assisting Ringier Sportal in the acquisition of Gazeta Sporturilor, Romania’s landmark sports newspaper and related website, www.gsp.ro.

Advising PCM RAIL.ONE on selling a majority stake in Travertec Buzau to the Austrian Group Voestalpine.

Advising Interbrands Marketing & Distribution, one of the largest Romanian

companies in the distribution and marketing of fast-moving consumer goods on a complex cross-border deal whereby the company is acquired by Orbico Group.

Specialist lawyers: Sorin Vladescu, Silvana Ivan, Cristian Radu, Dragos Apostol, Gabriela Anton, Cornel Popa.

VOICU & FILIPESCU SCA

Assistance to a world leading American based chemical company regarding the transfer of the business line represented by the pastry ingredients activity to one of the top Romanian distributors of food products.

Assisting one the world largest tire producer through an international team of lawyers in the Romanian legal aspects, mostly reconsolidation of the Romanian security package, related to the renegotiation of an existing €550 million revolving credit facility. The renegotiation included a top-up with €150 million and the rollover for a new period of four years.

Assisting a group of Romanian and foreign entrepreneurs previously acting in advisory, financial services and IT in the set-up of a fintech microfinancing platform based on factoring mechanism.

Assistance to a well-known Belgian company acting in construction of buildings in connection to a joint venture agreement with a Romanian reputable construction company including the process of performing the necessary investigations regarding the Romanian market, as well as drafting the shareholders agreement regulating the joint venture and other supportive partnership arrangements.

Subsequent development of projects is also covered by the team of lawyers.

Ongoing assistance to a major regional retailer active on the Romanian market on a series of legal matters related to the client’s business activity such as: negotiating and signing of agreements with suppliers, distributors and other service providers; advice related to various controls from different Romanian public authorities, as well as assistance in connection with the procedure of obtaining specific permits; activities related to social responsibility involvement; trademark related issues; labor law etc.

Specialist lawyers: Marta Popa, Simona Merdariu, Dumitru Rusu, Roxana Negutu.

WOLF THEISS

Advising US Fund Blackstone in the €175 million acquisition of shares in Superbet, a top player in the gambling and casinos business, the largest transaction in 2019 up to date. The law firm advised the client with transactional advice and 35

Corporate M&A

due diligence over 15 target entities only in Romania and has coordinated due diligences in Poland, Croatia and Serbia, and supervised all other jurisdictions in which Superbet was present or intended to open new markets. Completion date: May 2019.

Assisting Ingka Investments (Part of the IKEA Group) regarding the acquisition of 80% of the shares in seven wind farms portfolio companies (SPVs) in Romania, holding 171MW in RES. The assistance included carrying out the due diligence of 7 target entities, negotiation in the process for the signing of the MoU and SPA and closing the transaction. In addition the law firm assisted with the gathering of all the relevant information for the necessary competition filing process.

Advising Also Holding AG, one of the leading providers of ICT distribution, solutions and services in Europe, in several jurisdictions with a tender offer for 100% of the shares of ABC Data SA, launched together with MCI. The law firm successfully implemented a unique transaction structure with a combination of a public takeover and private M&A elements, to meet the desired business goals of the client. Completion date: in Romania still ongoing (estimated end of October).

Advising Johnson Controls International PLC a global diversified technology and multi industrial leader serving a wide range of customers in more than 150 countries, on all aspects related to the $13 billion sale of its Power Solutions business to Brookfield Business Partners LP. The law firm assisted in connection with the reorganization in respect of certain parts of its business and organization structure, before the relevant assets pertaining to the Power Solutions business can be transferred to Brookfield.

The law firm also advised on the local implementation of the transaction related aspects as well as legal advice concerning the transfer of employees under the transfer of undertakings rules.

Advising GlaxoSmithKline in a $9.8 billion joint venture agreement concluded with Pfizer, in order to create a new leading consumer health business. The joint venture brings together the consumer health brands of Pfizer and GSK to make it a global leader in pain relief, respiratory, vitamin and mineral supplements, digestive health, skin health and therapeutic oral health. The law firm performed a legal due diligence on the Romanian entities and also provided relevant transactional advice. Completion date: Ongoing.

Specialist lawyer: Ileana Glodeanu 

BA NKI A NG NKI

Which Lawyer in Romania

Banking

FINANCIAL SECTOR GROWTH POTENTIAL PUT TO DANGER

BY UNPREDICTABLE LEGAL FRAMEWORK

The national banking sector maintains its soundness, with the solvency and liquidity ratios standing at the highest levels compared to other European Union Member States as shown in a report issued by the Romanian Banking Association ARB in 2019. The solvency ratio stood at 20.71% in December 2018 (19.6% in June 2019) much over the average of 8% recommended and also well over the EU average. A NBR Report on financial stability mentions that “the health of the banking sector has continued to be adequate compared to risks, but vulnerabilities are on an upward trend”.

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Banking

 In Romania, the legal framework relevant to banking has undergone numerous transformations, some necessary for the harmonization of the Romanian legislation with the one of European countries, while others generating volatility. In the last 5 years, the unpredictability of the legal framework on banking has accelerated by the recurrent increase in the number of the laws and regulations adopted (about 50 new laws during 2014-2018), shows the report issued by ARB. As regards the return on assets, here Romania ranks behind the countries in the region. So, with ROA standing at 0.51% during 2008-2018, Romania ranks 8th in the European Union, lagging behind countries such as Slovakia (0.88%) or Poland (0.97%). Other countries had a double level compared to Romania, such as Bulgaria (1.05%), Estonia (1.08%) and the Czech Republic (1.15%). Moreover, in conformity with the conclusions of the latest NBR Report on financial stability, “the capacity of the Romanian banking sector to support on long-term the profitability obtained recently in the existing structure is limited”, the challenges, starting with the year 2019, being associated, among others, with the asset taxation measures.

In Romania, about 75% of the banking sector’s assets were held by institutions with foreign capital in 2018, a downward trend compared to 91.3%, the level at the end of 2016.

The premises for a more intense process of consolidation across the banking sector via mergers and acquisitions still exist, in the context of more encroaching competition, the need to cover operational costs – including via increasing the market share held – and the decisions taken at group level to give up certain markets.

The bumpy start of the year due to GEO 114 caused major problems for the banking sector, the beginning of the year being rather lost from this viewpoint due to the provisions of GEO 114 in its initial form, when we saw a quasi-total blockage on the market.

Gabriel Biris, Managing Partner Biris Goran that in this context, the low evolution of investment credits is normal, since only after GEO 114 was partly corrected we saw the unfreezing of the market in second quarter.

“The main effects of the legislative changes occurring in the last year translated

into certain market trends. Banks began to be more cautious with respect to the management of their resources and shifted their orientation to lower risk solutions,” says Monia Dobrescu, Partner, Musat & Asociatii. “Although the banking system and the economy as a whole had a growing trend, the uncertainty with which the market is perceived affected the appetite for investments in favour of more stable and less

Asociatii.”I’d say that the main reasons are linked to the fact that the problems which Romanian banks accuse have not been solved throughout this period: the GDP growth was not coupled also with an increase of the investments – in fact the investments have contributed less to the economic growth; the economic growth was not translated into a corresponding decrease in the vulnerabilities of Romanian companies. A very large segment of the Romanian SMEs still faces issues of negative equity and declining profitability and liquidity. These problems indicate that the structural issues of the Romanian economy persist and confirm that even though the banks have enough resources to grant “Banks began loans, viable businesses and projects to to be more be financed remain scarce.”

Claudia Chiper, Partner, Wolf Theiss cautious with respect also pointed out that “the end of 2018 to the management was marked by a few legislative changes of their resources and which have not gone unnoticed. These included: (i) the infamous enactment shifted their orientation establishing a “tax on greed”; (ii) changes to lower risk solutions.” to the insolvency law favoring the state in relation to the recovery of tax receivables; Monia Dobrescu, (iii) the last of the Ordinance 114/2018 Musat & Asociatii amendments to the fiscal code; and (iv) changes to the Romanian companies law allowing for quarterly payment of daring approaches. This of course did not dividends. As in previous years, the banking work in favour of SME’s and generally system is again in a position where it must with respect to any financing of players adapt and adjust. Lack of transparency associated with higher risk. Although at this and predictability remain among the key adverse factors in forecasting the outlook moment certain regulations are no longer in of the banks from a business perspective. force, the effects are still felt in the financial Lack of fiscal incentivize measures make it market. In the context of political debates regarding banking activity, regulators are difficult for traditional banks to service SMEs also expected to place a strong emphasis at a lower cost without balancing out the on the fairness of the practices related to costs required to comply with all the EU the activity of granting commercial loans, directives and regulations as well as the especially on the SME market, which national legislation. There seems to remain should lead to higher prudence tendencies little room for innovation when it comes from the banks.” to financing SMEs. The cautious approach that banks have The Romanian banking system faces taken over the last years in specific challenges this regard remains the norm, and its reactions given the still limited debt to both positive of the banking market. Nonetheless, funds an d n e g ative sector’s assets were were made available by economic conditions held by institutions banks for larger deals. are to a large extent with foreign capital Non-government credit in 2018 different when compared advanced by 7.9% in 2018, to other European at a growth pace for the Lei-denominated loans of economies.“Although the 13.4% while currently, the Romanian economy has Lei-component has a weight of 66% registered a solid GDP growth in the last against non-government credit. Lately, years, this growth has not been coupled with an increase in the investment loans banks’ business model targeted mainly granted by the banks, as it would have the population segment, corporate lending been normally the case,” says Gabriela growing at a slower pace. But, for the Anton, Partner at Tuca Zbarcea & next three years, the lending and funding

75%

38

PERRY V. ZIZZI IS THE MANAGING PARTNER OF DENTONS IN ROMANIA WL: Which is the development strategy of Dentons? Can you elaborate on Dentons Romania 2.0 concept?

Perry Zizzi: Dentons Romania 2.0 represents the plan to take our Bucharest office to the next level. We have identified key practices (such as Capital Markets, Banking, M&A, Real Estate and TMT) that are of increasing importance to our clients. And we will enhance our offerings in those and other areas so that by the end of 2020 we will be at 50-60 lawyers.

WL: Which are the main changes that will affect the legal profession in the future?

Perry Zizzi: Speed of delivery is of increasing importance in retail, meals, banking and many other economic activities – including the practice of law. Clients are requesting ever more responsive lawyering that is even available on-demand, 24/7. Dentons is developing technology that will position us as the top global law firm capable of delivering and keeping on top of evolving legaltech in ways that most law firms will struggle to acheive.

WL: What is the role that technology will play in your activity?

Perry Zizzi: We view ourselves as the law firm of the future – today. Dentons has invested in dozens of legaltech start-ups that serve both our firm and the industry generally. For example, through our transformative businesses like Nextlaw Labs, Nextlaw Referral Network, and Nextlaw In-House Solutions, we are innovating our client offering and our internal processes and programs.

We also expect our attorneys to move beyond paper and pen in favor of embracing a paperless practice that is lower cost and better for the environment.

WL: As representative of the largest legal services firm worldwide (in terms of number of lawyers), can you point out some of the main benefits a global network can bring to clients in Romania?

Perry Zizzi: The sun never sets on Dentons.

We have expert attorneys around the globe in an increasing number of jurisdictions. So if a client needs specialist advice on a particular area of law, Dentons Romania can turn to our colleagues in any office to seek guidance on everything from the latest market trends to best practices. Dentons clients also benefit from an intensive level of security for their documents and information that most local law firms could never afford.

Dentons. The world’s largest global elite law firm.* *Acritas Global Elite Law Firm Brand Index 2013–2018.

1

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Which Lawyer in Romania

Banking

strategies of the main banks in the sector line with disposable income and private contemplate more corporate lending and consumption rising trends,” says Codrin less lending to households, shows the ARB Luta, Managing Associate, Popovici report.

Nitu Stoica & Asociatii. The corporate Thus, in the next three years, corporate lending also witnessed growth, but at a lending is to have the highest annual growth lower pace than consumer lending and pace, i.e. 10.9% (with an almost 13% sovereign lending. In the context of inflation growth in 2019). In the case of SMEs, averaging four percent annually and of lending is to grow at an annual pace of rising interest rates paid by the Romanian 6.9%, while household lending is to grow State for borrowing from banks, the cost of at an annual pace of 3.4%. More focus corporate financing remained high.

The cost of financing remained higher on companies – by raising their sustainable especially in case of SMEs compared to indebtedness potential – continues to be a corporations mainly due to the level and real challenge for domestic banks. Equally important besides capital and liquidity, quality of the collateral which the SMEs enhancing companies’ usage of bank can provide for bank financing and to their services and products and developing less solid balance sheet figures. solutions to guarantee loans for SMEs The investment activity of Romanian are both badly needed. In Romania, companies, which contracted after the companies’ capability to access loans is financial crisis, started to grow moderately like the leopard-print. from 2017, but it is still well below the EU When it comes to access funding, average. This translates in the fact that surveys show that companies have been the request for investment loans is low, facing problems such as not enough eligible Romanian companies contracting loans guarantees, the lack of know-how for mainly for working capital needs and structuring projects viable from a financial suppliers payment. point of view, the undercapitalization of Dumitru Rusu, Partner, Head of Banking companies (in Romania, 40% of companies and Finance Practice, Voicu & Filipescu have negative capital), bureaucracy, also shares the view that “there excessive procedures to obtain EU funds and a low level “The structural of financial literacy. If we analyze the economic and issues of the financial performance of Romanian non-financial companies, economy we notice that in the case of ROE, the advance persist and was 0.5%, i.e. to 17.1%, confirm that while ROA reached 6.9% (compared to 6.5% in June even though the 2017),” explains Chiper. banks have enough “There seems to be a paradox resources to grant loans, that banks have funds available (also evidenced by the solvency rations viable businesses and projects well above the limit imposed by the to be financed remain scarce.”

National Bank),” says Radu Ropota, Counsel Clifford Chance Badea, but the Gabriela Anton, rate at which loans are being granted Tuca Zbarcea & Asociatii remains modest. One of the reasons lies in the banks’ increased aversion to risk, which depends on quality of borrowers, quality of the sectors they are operating is still a limited banks’ credibility on the new in (there are differences between energy, borrowers and on the business environment transportation, construction sectors on one in general, caused also by the ability of the local companies to provide a sound side, and agriculture and industry on the business plans and business perspectives. other) and the quality of the economy on The banks remain also highly reluctant to a local and international level.”

The growing trend of the banking finance start-ups or companies which faced system after the beginning of 2019 has recent financial difficulties.”

“The introduction of a bank asset tax been mainly driven by the increasing and its reference to the ROBOR index has need of the Romanian State to finance made access to finance more difficult in the budgetary deficit and by growth in the demand for consumer financing in Romania. According to the predictions

40

made by the National Bank of Romania, it is expected that some banks in Romania incur losses in the coming years, which can only mean a restriction of lending nationally,“ believes Madalina Paisa, Partner, Mitel si Asociatii. “In such a context, if large companies are most likely to find cross-border financing solutions or through equity markets, making access to finance more difficult will have the greatest negative impact on SMEs. The new credit conditions imposed by the National Bank of Romania come in a context in which the national economy is about to enter a more precautionary period. Without losing sight of some negative effects over SMEs and citizens in general, the tightening of lending conditions is welcome in order to avoid or, if applicable, decrease the effects of a cash-based economy and increased government borrowing costs,” adds Madalina Paisa.

The Board of Directors of the National Bank of Romania approved at the beginning of the year the new rules on restricting the credit of the population by limiting the degree of indebtedness in the case of consumer and mortgage loans.

The new Regulation amends and supplements the NBR Regulation no.

17/2012, and the main modification is the imposition of a maximum degree of debt for the borrowers who take out a loan from a credit institution or a non-bank financial institution. Article 12 of Regulation no.

17/2012, the existing norm, stipulates that the borrowers set within their own regulations the maximum levels allowed for the total degree of indebtedness. The new Regulation standardizes the degree of maximum indebtedness by withdrawing the freedom of the borrowers to set the maximum rate. Currently, the average rate of debt in the market is 47% for mortgage loans and 45% for consumer loans, according to a NBR statement.

Thus, the new Regulation establishes that the maximum degree of debt is 40% for consumer loans and mortgages, but it is 45% for mortgages intended to purchase the first home to be occupied by the debtor. The maximum rate for foreign currency loans is 20%.

The new Regulation introduces exceptions to the maximum indebtedness rates provided. The borrowers can exceed the maximum level of the indebtedness degree in the case of the new consumer loans granted in each quarter, within a maximum of 15% of the volume of the consumer credits granted by the borrower in the previous quarter. The borrowers must report quarterly to the NBR the volume of

Which Lawyer in Romania

Banking

the newly granted loans, using the form set out in the annex to the new Regulation. Is this policy a sign of economy overheating?

“The conditions imposed to consumer loans was a measure to ensure sustainability of any increase in consumer loans fueled by the increase in salaries and pensions,” says Radu Ropota, Counsel Clifford Chance Badea. And these conditions are meant to protect consumers in the sense of limiting their indebtedness levels. It is fair to say that there is an increased uncertainty factor as to the evolution of Romania’s economy triggered also by the economy slowdown which is beginning to show in the United States and some of the biggest economies in the EU – Germany and France.

Consequently,

in this respect.”

“The tightening of the credit conditions imposed by the National Bank of Romania at the beginning of 2019 to household loans may be a sign of worry to the fact that the last three years GDP growth has been driven by private consumption, with investment contribution being modest,” says Codrin Luta, Managing Associate, Popovici Nitu Stoica & Asociatii. “However, the tightening of the credit conditions may also be prompted by the fact that the National Bank has seen early signs of decrease in the payment discipline of the population, mainly with respect to consumer credit.

While the overall rate of household NPLs continued to decrease in 2018 and the first part of 2019, the unsecured consumer

“As in previous years, the banking system is again in a position where it must adapt and adjust."

Claudia Chiper, Wolf Theiss this may trigger the tightening of credit conditions actually imposed by the banks themselves and not by regulatory authorities.”

“The tightening of credit conditions imposed by the National Bank of Romania should not necessarily be viewed as a sign of overheating,” believes Monia Dobrescu, Partner, Musat & Asociatii. “Of course, the players and analysts keep their eyes on any market fluctuations, however this has always been like this and ups and downs are normal to a certain extent.

In our scenario the National Bank of Romania is rather cautious and this is understandable considering the worldwide anxiety generated by the last economic crisis. A more proactive attitude from the regulator can have beneficial impacts on unhealthy market tendencies if the interventions are made within the adequate limits. This also generates a signal in the market and generally can make the players more prudent, which is exactly why the National Bank of Romania’s interferences with the economic environment should be made in consideration of the domino effect which can happen. In the recent context the national regulator perceived its sector as being threatened by the legislative changes, such as Emergency Ordinance 114/2018, and sought to ascertain its position by adopting an unequivocal stance

loans NPLs increased by 3.7 percent in the same period.”

Costin Teodorovici, Partner, Stratulat Albulescu believes that although a very prudent central bank, the NBR has been historically confronted with a market structure problem consisting in the low proportion of investment loans in the total lending market. Also considering the high exposure of Romanian banks to the state, NBR’s approach could be seen as an effort to remedy this imbalance to a certain extent.

Miruna Suciu, Managing Partner, Suciu Popa si Asociatii says that “until now, NBR has not officially linked the stricter credit conditions introduced in 2018 to an overheating of the economy. Based on the public statements of NBR’s governor and its counselors, as well as on the public press release published on NBR’s website, the new credit conditions are aimed mainly at safeguarding average and below-average income earners by improving their payment capacity in order to support sound lending.”

All public interventions of NBR representatives are in the sense that the new credit conditions concern mainly consumer credit, which is usually accessed by people with average and below average incomes.

Actually, we note that the new credit conditions, applicable since 2019, appear to support the NBR’s position, given that the maximum indebtedness level was reduced from 45% to 40% in case of consumer credits, significantly more than the reduction

42

by only 2% (from 47% to 45%), in case of “first home” consumer mortgage loans.

Against this background, NBR’s new crediting rules should be viewed also from the perspective of their impact over the 2007-2008 global downturn of the Romanian economy, when a significant part of the population became over-indebted, due to a context of excessively lax crediting conditions, and eventually failed to repay their debts due to worsening economic conditions.

As, historically, the vast majority of bad debtors were average and below average income earners who access consumer credit, NBR has noted that consumption trends have tended to, again, increase significantly over the last few years in Romania, due to substantial increases of wages in the public sector and various tax cuts.

Consequently, the new crediting conditions could be viewed as a preemptive measure taken by NBR to mitigate the credit risks triggered by an overheating of credit-based consumption, rather than a sign of economy overheating.”

“As in previous years, the National Bank of Romania imposes a cautious and less aggressive pace in order to ensure a stable financial environment,” says Claudia Chiper, Partner, Wolf Theiss. “It is an approach that seems to have worked during the economic turmoil a decade ago and therefore it may be a sign that the National Bank of Romania is preparing the market for another economic contraction against the backdrop of a decrease in the industrial production of 9.5% in April 2019 and an anticipated overall slow down in economic growth. If one adds to this the economic environment of the EU and international factors (e.g. Brexit, the recession in Italy, the slow down in the US economy), a stricter crediting policy seems a prudent approach by the National Bank of Romania. In this context, Wolf Theiss relies upon its experience in advising various credit institutions over the past year on various regulatory matters including (among others) the application of the bank recovery and resolution directive in conjunction with other pieces of legislation as well as on benchmark regulations.”

“The measures imposed by the National Bank of Romania (NBR) are mainly triggered by an effort to avoid allowing the banks’ appetite for retail loans lead to an increase in the non-performing loans,” says Gabriela Anton, Partner at Tuca Zbarcea & Asociatii. “The NPLs have been a major issue for the Romanian banks for nearly a decade after the economic crisis and it has

Which Lawyer in Romania

been recently turned to a normal rate which NBR is looking to keep as such. Moreover, I would also consider the tightening of credit conditions as a measure taken by the NBR for protecting consumers from taking more loans than they could afford.”

The non-performing loans (NPL) in bank balance sheets have again been on an upward trend in 2019, and the National Bank of Romania estimates that the rate of non-repayment of loans will worsen both at the level of companies and at the population level in the following period. The resumption of the trend of increasing non-performance in the banking system comes after the last five years the NPL rate has continued to decline.

“The quality of the loan portfolio granted to the population improved in 2018, the rate of non-performing loans being reduced to 4.6% in December 2018. However, in the structure, we can see the growth trend of non-performing loans in case of loans in Lei, in particular of consumption,” writes in the NBR’s Annual Report.

The volume of non-performing loans in Lei increased by 6%, up to 2.4 billion Lei last year. Non-performing loans in Lei for unsecured consumption increased by 15%, the NPL rate reaching 4%, according to NBR data.

The NBR estimates that the default rate on mortgage loans will double this year, from 0.3% at the end of 2018 to 0.6% in December 2019. In the case of consumer loans, the NBR expects to increase by one third of the default rate from 2.6% in December 2018, to 3.5% in December 2019.

The portfolios of non-performing loans sold by the Romanian banks in 2018 decreased significantly, from a nominal value of €2.1 billions in 2017, to an estimated value of €1 billion last year, a decrease of 52%, and the trend is expected to continue this year, according to data released by consulting firm Deloitte. Banks in Romania have sold non-performing loan portfolios (NPLs) with a nominal value of €1 billion in 2018, according to Deloitte Romania estimates, significantly below the level of 2017, of €2.1 billions.

“The significant decrease in the volume of transactions with NPL in 2018 is the result of reducing the volume of non-performing loans and legislative changes. Next, we expect a decrease in the volume of transactions with NPL portfolios in 2019, given the current context, although banks have a balance sheet stock of non-

performing loans estimated at €3-4 billions, as well as a similar volume off balance sheet,” said Radu Dumitrescu, transaction support partner, Deloitte Romania.

We asked lawyers if they expect NPL transactions to further decrease in the following period.

“It is very unlikely that NPL transactions will reach the level achieved in 2017,”

mortgage The NBR estimates that the default rate on mortgage loans will double this year

believes Monia Dobrescu, Partner, Musat & Asociatii. “The direction of the financial market in the recent years does not seem to lead to an increase regarding nonperforming loans. Nevertheless, intense activity from market players can always surprise general predictions, especially if major banks go through reorganization or structural changes, or if they simply have a shift in business strategy. Negotiations regarding such major transactions are of ten highly confidential and

Banking

the year’s end, others may consider also transactions which were executed during the year but are not completed at year’s end).

According to a recent and thorough NPL survey issued by Deloitte in 2019, the face value of NPLs transactions in Romania witnessed a general downward trend in terms of NPLs face value between 2015 (€2.5 billions), 2016 (€1.8 billion) and 2017 (€0.5 billion), 2018 showed a trend reversal (relative increase compared with 2017) with regard to NPLs transactions in Romania, with approximately €1.1 billion transactions completed and another €0.3 billion transactions ongoing at year’s end.

On another note, due to certain legal turbulence in Romania in 2018, experts were somehow expecting a decrease in NPLs transactions, at least during the first half of 2018. This was due partially to some last-minute changes performed in the Fiscal Code in February-March and which affected negatively the fiscal regime applicable to assignments of receivables, triggering uncertainty and a more prudent approach from investors. On the other hand, the contemplated applicability of GDPR starting with 25 May 2018, the publicity around this enactment, and possible risks posed to NPLs transactions, also determined potential investors to stall for a while.

“There seems to be a paradox that banks have funds available, but the rate at which loans are being granted remains modest.”

Radu Ropota, Clifford Chance Badea

sometimes they may seem difficult to anticipate, especially if they involve systemically important banks. However, as the recent legislatives changes have generated discouragement towards the markets, it would not be hard to imagine that some entities may desire to reduce their ratio of non-performing loans.”

Miruna Suciu, Managing Partner, Suciu Popa si Asociatii notes that various figures are put forward in connection with the volume of transactions involving nonperforming loan (“NPLs”) portfolios in 2017 and consequently these figures should be taken with a grain of salt. These differences in reporting NPLs transactions may be due to the method used for allocating transactions to a certain year (some may include only transactions completed until

43

As regards 2019, the signs were positive beginning of the year, when Patria Bank sold a €502 million NPLs portfolio to buyers from the Kruk Group. Since then, not much has happened on in terms of NPLs transactions, according to publicly available data.

“In this context,” says Miruna Suciu, “we note that a possible reason for a decrease in NPLs transactions could be that banks have continuously purged, since 2014, their balance sheets, and the ratio of NPLs vs. all loans granted has dropped constantly.

Also, a great deal of corporate loans NPLs appear to have been assigned to this date and, although investors may eventually turn their interest to retail loan NPLs, it may be possible that the face value of these transactions will be of lesser value.

As per data published by NBR, the NPL

Which Lawyer in Romania

Banking

balance registered on the balance sheets of Romanian banks continue to decrease.

However, €14.4 billions worth of NPLs were still registered on banks’ balance sheets at the end of the first trimester of 2019 and, consequently, further NPLs transactions may be performed in the near future,” adds Suciu.

Following the financial crisis in 2008 – 2009, the Romanian banks went through a process of cleaning-up of balance sheets and we have seen large NPL transactions taking place.

“I think this process has been largely finalized and any further NPL transactions will be of lower values,” says Radu Ropota, Counsel Clifford Chance Badea. “I expect the focus now to be on maximizing recovery for NPLs still on the balance sheet, especially if in insolvency proceedings. This is relevant for the entire EU financial sector and that is why new legislative frameworks on restructuring have been adopted such as the new Directive 2019/1023.”

Costin Teodorovici, Par tner, Stratulat Albulescu shares the view and expects the decreasing trend to continue in as much as the volumes of NPLs sold by banks are concerned, but likely to follow a less steep, normalizing curve. The large volumes of NPLs sold during the previous years originated mostly from loans granted during the 2006 – 2008 lending surge followed by the harsh correction of the 2009 – 2013 period when Romania was not spared from the effects of the global financial crisis, which corroborated with purely local market structure abnormalities (such as the large proportion of foreign currency consumer loans.)

Dumitru Rusu, Partner, Head of Banking and Finance Practice, Voicu & Filipescu believes that the decreasing trend is not a surprise following a previous year on which the NPL market was emotionally influenced by the populistic draft laws against banks and collection agencies initiated on the political side and very unclear expected outcome. However, the reluctance and much caution approach of the banks generates limited NPLs in the B/S of the banks, therefore less NPLs eligible for the secondary market.

Gabriela Anton, Partner at Tuca Zbarcea & Asociatii says “the Romanian NPL market will somehow enter into a normalization stage – for sure NPLs

transactions would continue on the market, however we do anticipate that they would decrease both in terms of numbers, as well as value.”

“In 2014 the NPL ratio was higher than 20%, while at the end of February 2019 it stood at 4.82% (a further decrease from 4.95% at the end of 2018). For a number of years starting in 2014 and until beginning of 2018, Romania was one of the most attractive markets in the SEE region for NPL transactions,” says Claudia Chiper, Partner, Wolf Theiss.

Large portfolios were put up for sale by the largest banks. However, with the entry into force of the legislative changes beginning in January 2018 (which effectively capped deductions from nonperforming loan sales at 30% of their value), the number of transactions has decreased significantly.

This is because the returns are not as attractive for credit institutions that pay 16% income tax on 70% of the value of the non-performing loans, irrespective of their selling price. On the other end of the spectrum,

The financing requirement of the Romanian state is about 70 billion Lei (€14.7 billions), it results from the projection of the government debt for 2019 and commercial banks are more than willing to finance.

“The latest statistical data published by the NBR, in July 2019, show that the exposure of Romanian banks toward the state is one of the highest in the EU, with over 21.7% of banks assets being used to finance public authorities,” says Miruna Suciu, Managing Partner, Suciu Popa si Asociatii.

“To a certain extent it is rather normal for the Romanian banks to have a higher exposure in comparison with their European counterparts by reference to the larger economic picture in which Romania is situated amongst the other member states,” says Monia Dobrescu, Partner, Musat & Asociatii. “This is partly because, when comparing the country profile to the ones of its European counterparts, Romania appears as a more emerging market, with higher growth rate expectations.

Considering that this trend may have been more strongly affected during the last economic crisis, when private finance hit very low levels, the banks had to find other alternatives for directing resources, and state financing arose as a popular solution, especially given “The request for investment that the interests were attractive in loans is low, Romanian comparison with the risks assumed.”

"According to the National companies contracting loans Institute of Statistics, financing mainly for working capital granted to the state by Romanian needs and suppliers payment.” credit institutions has increased steadily over the last years, at a Codrin Luta, Popovici Nitu significantly higher pace than in the case of credits granted to the Stoica & Asociatii private sector or to natural persons (in which case credit activities decreased at certain moments)," says there are draft laws introducing new rules in relation to recovery businesses as well, Miruna Suciu. where it is proposed that a purchaser of “Actually, the only segment of financing receivables arising from credit agreements to private sector which registered a with consumers may not claim from such constant increase over the last years was the First House (Prima Casa) program, a consumers more than double the purchase program also supported by the Romanian price paid to the seller for the respective receivables. Moreover, the consumer can Government via the guarantee scheme be discharged from the entire debt by which covered initially 100% of the value of the financing, reduced currently at 50% paying to the purchaser of the receivable of this value. twice the purchase price that the purchaser paid to the seller for the respective The above data, correlated with the receivables, without any additional costs manifest appetite of credit institutions to being imposed on the consumer. All of the finance government entities, notably via above factors as well as other legislative purchase of treasury bonds and certificates amendments have had a chilling effect on issued by the central government, confirm the market (especially in respect of larger that credit institutions have a very moderate transactions) which we expect to persist risk appetite in recent years and prefer throughout 2019,” says Chiper. to invest in sectors benefiting from state

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Which Lawyer in Romania

Banking

guarantees, or simply to finance the state directly.

This may be, at least partially, explained by the rather high ratio of NPLs recorded on banks’ balance sheets and the moderate perspectives of the Romanian economy, in the years following the 20072008 economic downturn.

However, it has been a few years now since Romania registers high rates of GDP growth, economy fundamentals have been in good shape and, consequently, many wonder why banks are still reluctant to granting more credit to the private sector,” asks Suciu.

“It is a quid-pro-quo situation,” says Gabriela Anton, Partner at Tuca Zbarcea & Asociatii. “Romanian state needs to roll-over its financing while the Romanian banks are faced with liquidity excess, largely due the continued trend of the deleveraging of the Romanian economy.

The Romanian state financing thus remains a good opportunity for the banks to use the cash sitting in their balances.”

Populistic draft laws against banks and uncertainties regarding economic outlook and consumers’ legal initiatives can affect financial discipline are discourage lending.

The ordinance introducing the tax on banks’ assets, together with the other legislative initiatives approved by Parliament with impact on the banking sector and on the economy, creates the premises of a “perfect storm”, says Sergiu Oprescu, President of the Council Director of the Romanian Association of Banks and chief executive of Alpha Bank. Bankers appreciate that certain consumers’ legal initiatives and the manner of promoting them could affect financial discipline and send wrong messages about banks’ practices.

“The new rules have, indeed, increased the compliance burden on banks and generally on financial institutions,” says Monia Dobrescu, Partner, Musat & Asociatii. However, mention should be made that this is not necessarily only a Romanian tendency, as the EU legislator i s also active in this area. As for populistic draft

“The banks remain also highly reluctant to finance start-ups or companies which faced recent financial difficulties.”

Dumitru Rusu, Voicu & Filipescu laws, such threat is certainly smaller at this moment than it was a year ago, mainly because it did not have the political success which its artisans had anticipated. Given that this was also one of the major points of debate between the governing political forces, its implementation began to be perceived as a political vulnerability, being highly scrutinized and generally criticized.

This is the reason for which populistic draft laws against banks and collection agencies are less likely to appear at this moment, however it is noteworthy that Romania is entering an electoral period and usually populistic measures tend to appear in such times. Nevertheless, regardless of the likeliness of such regulations to appear, the banking sector has already been harmed by the legislative measures which have already been passed, especially by discouraging approaches towards investments and generally towards any strategies which are associated with higher risks.

The banking market is also recovering from the recent political debates which damaged the banking system image. This is the reason for which it is expected to have an increased emphasis on banking behavior and culture. In addition to the high expectations regarding the legislative framework, it is expected that the regulatory authorities will pay more attention to the

“The new credit conditions imposed by the National Bank of Romania come in a context in which the national economy is about to enter a more precautionary period.”

Madalina Paisa, Mitel si Asociatii

46

conduct issues in the banking sector.

Regulators will place greater emphasis on governance and compliance, as well as banks’ need to maintain a reliable control environment and infrastructure.

Banks on their turn also expect regulatory authorities to continue to give increased interest to the banking sector. The control by the regulatory authorities has intensified and will at least be maintained at this level. Regulation can no longer be seen as a separate aspect of business and the ability to identify and incorporate the effect of these changes in the regulatory framework into organizational strategy and planning will be key to success.”

“Although there is no guarantee that similar bills will not be promoted in the future, we believe there are fewer reasons now to fear populistic enactments as there were 2 – 4 years ago,” argues Costin Teodorovici, Partner, Stratulat Albulescu.

“Also, we see a somewhat lessened public pressure for the adoption of similar laws – a significant portion of the rather large pool of problem loans (“sub-prime” loans, CHF loans, abusive clauses loans) has naturally dissipated by foreclosure, favorable resolution in court or amicably), while newer loans have been granted in a “cleaner” manner after lessons were learned. Moreover, the most controversial initiatives have been either castrated by the Constitutional Court (as was the case with the law allowing discharge of debt by returning the mortgaged assets, which became a mere case of hardship) or plainly rejected as non-constitutional as was the case of the [infamous] “Zamfir” initiatives, aiming at limiting recovery at two times the price paid for NPLs. With a higher quality lending market and more regulated and consumer friendly debt recovery process, populistic measures will likely become less attractive for politicians.”

Miruna Suciu, Managing Partner, Suciu Popa si Asociatii pointed our that “unfortunately for the wellbeing of the financial system, it appears that credit institutions will continue to be targeted in the near future by populistic draft laws initiated by the same persons who initiated in the past the draft law for surrendering the mortgaged homes, in exchange for closing the contracted loans, and who made a goal from challenging the banking and financial system.”

In the second half of September 2019, a member of Parliament proposed a package of draft laws including: (1) a draft Law for the protection of consumers against the foreign exchange risk in credit agreements; (2) a draft Law

Which Lawyer in Romania

for the protection of consumers against lack of transparency and haste in passing speculative assignments of receivables; (3) laws which are not debated nor even a draft Law for the protection of consumers anticipated by the targeted entities or coordinated. They often are also not against sudden or abusive enforcement measures; (4) a draft Law for the protection coordinated with other pieces of legislation of consumers against excessive interests. which are already in force. There are several All these draft laws contain unfavorable measures which may be different or similar provisions for credit institutions, such as to other legal provisions applicable in other the obligation to reschedule the payments Member States or across the world, but calendar or refinance the loan in case of implementing these should be performed the debtor’s alleged impossibility to repay in accordance with transparency standards a loan, the debtors’ rights to obtain the and by taking into account that ensuring a stable economic environment is key to conversion of the loan currency in another more favorable currency, the debtor’s right to pay to the assignee only the actual amount of the assignment fee “With a higher quality in case of speculative assignment of lending market and receivables, or provisions introducing maximum caps to interests charged more regulated on loans granted by credit institutions and consumer to consumers, to name just a few.

The draft laws are currently in the friendly debt preliminary phase of the legislative recovery process, procedure and will most likely be populistic subject to heated discussions and debates in the following period.” measures will “We need to make a distinction likely become less between populist measures and tighter attractive for politicians." regulation as means of prevention,” says Radu Ropota, Counsel Clifford Costin Teodorovici, Chance Badea. “In any business, predictability of the legal system (may Stratulat Albulescu it be fiscal, regulatory or of any other nature) is of utmost importance. Thus, any laws implemented without a transparent attracting investments and to a competitive process, market players’ involvement, an market. The banking system has been under impact analysis and a sufficient transitional particular and constant pressure leading to period to allow for market players to the decision by some players to either leave prepare are always likely to negatively the market or focus only on certain type influence the market. Populistic laws usually of clients (e.g. only corporate clients versus fall under this category. retail). While the pressure may continue On the other side, the financial until a certain level of political stability is reached, the Romanian market continues sector has had to cope, in recent years, with tighter regulation and increased to present interest. We have advised a compliance burden, especially as part of number of companies wishing to extend their business into Romania, being credit the EU legal framework aimed at ensuring a stable and strong financial industry overall. institutions, payment service providers or These are mainly aimed at avoiding similar other financial institutions.” consequences to those triggered by the Codrin Luta, Managing Associate, previous financial crisis.”

Popovici Nitu Stoica & Asociatii says “the worries created at the beginning of 2019 “The appetite for such populist initiatives by the Emergency Ordinance 114/2018 has diminished, thanks to a large extent to and by the initiation of few populist draft the decisions of the Romanian Constitutional laws against banks have been mitigated Court who has dismissed most of these initiatives on constitutionality grounds,” says to a large extent by the subsequent Gabriela Anton, Partner at Tuca Zbarcea amendments made pursuant to pressure & Asociatii. “Of course, the issue of new from the business environment and by the populist draft laws may become again a fact that the Constitutional Court declared the most of the draft laws unconstitutional. favorite subject on the public agenda given the upcoming electoral elections.”

However, the fact that such laws have Claudia Chiper, Partner, Wolf Theiss been initiated and/or enacted and that believes that “the largest threat to the system considerable effort has been invested to alleviate their negative effects raise and financial institutions, is generally the

47

Banking

a certain degree of uncertainty. Such uncertainty might continue for a while as in the next two years both presidential and general elections will take place”.

Will the local banking system still see a consolidation process?

Last year, the Romanian banking system comprised 34 banks, compared to 35 in 2017, of which more than half with a market share of less than 1%. The 34 credit institutions held together total balance sheet assets of about 451.2 billion Lei at the end of 2018, up 5.5% compared to 2017.

The global banking system records the best results of the last decade, despite the fact that banks are developing at different rates, according to the Deloitte study “Perspectives on the banking and capital market, edition 2019”. However, as the system adapts to digital transformations, the pressure on profitability arises, which derives from the need to better manage the data, to integrate the technological solutions specific to the financial field (fintech), as well as the security solutions, the Deloitte analysis shows.

According to the study, consolidation could be the only solution for some banks to survive, given the unique challenges they face, such as structural deficiencies, the difficulty of selling their products and services, as well as low or negative interest rates.

“Romania is aligned with the global trend, many local banks are starting digital transformation processes, realizing that this creates unparalleled opportunities and benefits for businesses, consumers and investors. Local banks are currently facing considerable challenges in their quest to remain profitable and, for the first time, bankers are more concerned with taxation than with regulation. The new tax regulations significantly increase the cost of borrowing and have a significant impact on non-performing loans,”said Dimitrios Goranitis, Risk and Regulatory Services Partner, Deloitte Romania.

“The Romanian banking market has already seen several interesting moves, both at the upper and lower levels of the banks’ hierarchy,” says Gabriela Anton, Partner at Tuca Zbarcea & Asociatii. “The effervescence of the last years’ M&As seems however to have decreased and most likely the following years would be targeted for internal consolidation rather than for external take-overs.”

Which Lawyer in Romania

Banking

“The continued competition within the banking sector, the newly arisen competition from companies outside the banking sector, such as fintechs following the implementation of the new Payment Services Directive, and the increased operating costs following implementation of the whole spectrum of prudential regulations triggered mainly by the experience of the financial crisis in 20082009 will put pressure on the profitability of some of the local players, hence the premises for further consolidation,” says Radu Ropota, Counsel Clifford Chance Badea. “If we add also the consolidation trend of big players at EU level, we have the full picture.”

Monia Dobrescu, Partner, Musat & Asociatii believes that “despite the general uncertainty revolving around the market, the larger economic picture at this moment does not look bad. However, the recent legislative changes have generated a streamlining-oriented approach and this may also lead to the prospecting and possibly the initiation of consolidation movements. This is also due to the fact that regulatory authorities will expect financial institutions to concentrate and manage any new risks and challenges that arise in the context of technological changes and the emergence of new business models.

Basically, regulatory authorities will expect banks to be able to determine exactly what will happen if any unforeseen events occur, beyond the theoretical plans. Therefore, it is understandable that having a larger and consolidated structure may be an option for coping up with these increasing demands, especially given that this is the desired tendency in the EU.” “A somewhat timid consolidation process has been ongoing, with a few M&As in the banking sector happening recently while, to our knowledge, shareholders or two or three smaller banks may currently be inclined to sell their participations,” says Costin Teodorovici, Partner, Stratulat Albulescu. It is worth mentioning that two of the M&A deals already implemented (First Bank/ Piraeus Bank and Banca Transilvania/ Bancpost (EFG) were mainly driven by Greece’s effort to limit regional exposure while the third M&A deal (state owned Exim Bank’s acquisition of Banca Romaneasca (NBG) has caused some controversy and merger clearance from the Competition Council is pending.

As the market shares of fintech companies continue to bite in the banking system’s otherwise traditional niches, price and cost pressure will likely accrue to the

“The new credit conditions are aimed mainly at safeguarding average and below-average income earners by improving their payment capacity in order to support sound lending."

Miruna Suciu, Suciu Popa si Asociatii point where other M&A transactions will become necessary in order to effectively implement cost cuts.”

“The banking system will continue a consolidation process on the corporate and classic banking business while the retail banking business will see a deconsolidation and fragmentation with new innovative players (included here non-banks financial institutions and alternative banking services providers),” adds Dumitru Rusu, Partner, Head of Banking and Finance Practice, Voicu & Filipescu, while Claudia Chiper, Partner, Wolf Theiss pointed out the increasing pressure for consolidation exerted by fintech companies as well as other well established companies, such as Apple, Google, Amazon that are beginning to compete in an even larger number of areas with the traditional banks (e.g. Apple Pay).

As many predict a slowdown of the economy and a potential recession, we asked lawyers which are the main challenges for 2020?

“In June 2019, the reform Banking Package was published, bringing revised rules on capital requirements (CRRII/CRD V) and resolution (BRRD/SRM) which means banks will now be in a phase where they must adjust and adapt again to new requirements. On 14 September 2019, the new rules on strong customer authentication in relation to payments came into force and Romania is expected to transpose the revised Payments Services Directive by the end of the year. This will create the platform for third party payment services providers to rely upon open banking provisions, says Claudia Chiper, Partner, Wolf Theiss: “New anti-money laundering rules have also entered into force. Consumers have a broader range of services to choose from in an environment where other tech giants are exerting competitive pressure. In the face of all of this and the forecasted economic background, probably the greatest challenges for the banking industry will be to innovate while remaining compliant and thereby forging a new role in a dynamic environment and staying relevant for their customers by providing tailored services.”

“Generally, the main challenges will revolve around the effects of the legislative

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changes passed through the last year,” says Monia Dobrescu, Partner, Musat & Asociatii. “Even if we are speaking of financial regulations which are no longer in force, the last year brought some negative signals in the market and this may prove difficult in promoting Romania as an attractive market. Moreover, it created a general uncertainty feeling and contributed to the development of strategies involving less risks. This comes in a particularly bad timing, given the rapidity with which financial entities are required to adapt to new FinTech solutions and various new business models and financial products which are generally more volatile. Nevertheless, regardless of the many ways in which approaches towards investments are hindered, the major players in the market will probably have the comfort of pursuing long-term expansion by supporting implementation of digitalized solutions and generally by bringing financial products and services at a level which should be closer to the one offered in more developed financial markets. Although it may sometimes seem as a distant and not so closely related process, Brexit will also most likely generate some market tendencies.

There are a lot of reorganization processes occurring especially in the case of UKbased banks, some of which also involve relocation of resources with relevance for the Romanian market.

“The predictability of the financial and legislative environment remains one of the biggest challenges also for 2020, along with the political instability triggered by the changes in the political alliances and the upcoming elections,” says Gabriela Anton, Partner at Tuca Zbarcea & Asociatii.

“The foreseeable challenges will be related to macroeconomic trends and performance of the largest economies, Brexit and the Romanian parliamentary elections - all of which could have an impact on the local economy and consequently on the banking sector overall,” believes Radu Ropota, Counsel Clifford Chance Badea.



Which Lawyer in Romania

Capital Markets

HIGH HOPES AS ROMANIA IS PROMOTED TO EMERGING MARKET STATUS The news of the year in capital markets was that Romania was promoted to Emerging Market from Frontier Market status by the global index provider FTSE Russell. It is for the first time when a leading global index provider upgrades the Romanian capital market to the Emerging Market status. The decision came after Romania has been retained on the Watch List for three consecutive years and the reclassification from Frontier to Emerging status will become effective in September 2020. 



The Bucharest Stock Exchange (BVB) has now 84 companies listed on the Main Market, with a combined capitalization of €36 billion. The upgrade to Emerging Market will allow the Romanian capital market and the Romanian economy to absorb new funds and send a strong signal to state-owned as well as privately held companies that they have significant room to grow by using the stock exchange.

“Romania’s promotion to the Emerging Market status can be considered, from the economic standpoint of the capital market, the equivalent of the country’s admission to the European Union. Romania deserved to be promoted to the Emerging Market status because it has repeatedly proved itself as being a functional and accessible market. A new market status opens the way for new funds to invest in the local capital market. Funds much larger than the ones that have invested so far and that manage hundreds of billions of euros will be allowed to invest here in the next years as these funds’ managers are restricted by the prospectus to invest

in Frontier Markets. That is why Romanian investors could benefit from this promotion in the long run if they choose to reap the rewards offered by the investment opportunities in the stock market,” BVB’s President Lucian Anghel said.

With cheap valuations, rising dividend yields, and accelerated economic growth the Bucharest Stock Exchange is emerging as an investment paradise as the performance of the local capital market outperforms most of the markets in the world shows a Bloomberg analysis..

The BET index, including the mosttraded 16 companies except for the Financial Investment Companies, closed at the highest level from the past ten and a half years, while the market value of the Romanian companies listed on BVB topped Lei103 billion at the end of July.

The paradox of the Romanian market is that still too few investors are in the market.

How do lawyers comment?

“It is great to see record performance for the BET index, but, indeed, we have not seen any

“Predictability has been missing in Romania, at least as far as the legislative framework is concerned over the last years."

Radu Ropota, Clifford Chance Badea

50

equity IPO for the last 20 months or so, and for various reasons,” says Loredana Chitu, Partner, Dentons Europe. “Let’s not forget, first, that not long ago we witnessed important downfalls of the stock market indices as a result of legislative changes hitting pension funds. Although the changes were eventually reversed, the whole situation painted a picture of Romanian legislative uncertainty, which is bad for business. Also, the political turmoil of the last months, culminating in a break-up of Romania’s governing coalition, alongside the apparently insufficient budgetary revision and the general macroeconomic imbalances, complicate an investor’s decision to choose Romania.

I was recently told that because of all these aspects, we are beginning to head back to the days when bankers had to first sell the idea of investing in Romania, and then the actual investment in the new issuer. Leaving joke aside, there are also reasons to expect this to change and remain optimistic, since, for example, we now have an emerging market and expect new investors to start looking into Romania,” added Chitu.

Predictability is one of the underlying factors of an investment decision and the lack of it affects both companies willing to IPO and investors.

“Predictability has been missing in Romania, at least as far as the legislative framework is concerned over the last years,” says

Which Lawyer in Romania

Radu Ropota, Counsel Clifford Chance Badea. “We have seen what effects could be inflicted on the stock exchange by sudden changes in legislation and this is something that does not go well with capital market investors. In addition, liquidity is still low due to the limited number of issuers.”

Razvan Stoicescu, Deputy Managing Partner, Musat & Asociatii says that this is generally linked to the market status, as Romania is still a “frontier market” and this leaves it out from the investment programmes of many sophisticated investors with an investment policy aimed at more mature markets (e.g. emerging markets, or developed markets). As regards, non-institutional investors we would link this primarily to financial education while noting that both the BVB and banks have been increasingly supportive of this, through various educational programmes they conduct.

“BET Index closing at the highest level from the past ten years is an indicator of the increasing investment appetite of the institutional investors for the companies listed on BVB, but still low. The historical level of the BET Index is mostly due to the favorable international context; but probably more important is the fact that the companies listed on BVB have offered very good returns in the recent years,” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii. “However," he adds, “these are not sufficient to solidly instate the investors’ confidence, which is too often shaken by the legislative instability (as the recent tax and legislative changes impacting all the companies operating in energy, telecom and banking sector – Emergency Ordinance no. 114/2018 and to a certain extend by the lack of transparency in some stateowned companies.”

“The absence of investors on the Romanian stock exchange is a known fact which was analyzed on various occasions over the years,” says Miruna Suciu, Managing Partner, Suciu Popa si Asociatii.

“On one side, the frail role of stock market is explained by market analysts as being caused by a low level of financial education of the Romanian population.

Traditionally, Romanians have

Capital Markets

“Listing a state owned company is harder than it seems. The procedures take time, given public procurement rules apply. They also depend on government policies which may change often, in an unstable political climate."

Razvan Stoicescu, Musat & Asociatii

a conservative approach to investments and individuals favor bank deposits or residential real estate as main forms of investments.

Moreover, during the 2007-2008 global economic downturn, many individuals lost a great deal of their economies (where they did not invest borrowed money) on the stock exchange and following such experience, many are still reluctant to invest again.

On the other hand, the reduced number of institutional and foreign investors and the reduced volume of transactions on the Romanian stock exchange may also be explained by a rather difficult and prolonged coming of age of the Romanian stock market. Applicable capital markets regulations, corporate governance rules (especially concerning listed stateowned companies), and transparency requirements have not always been of the sort to encourage foreign investors to rush to the market. For example, less than ten years ago, no simultaneous reporting in English language was applicable on the Romanian stock exchange, which made it practically impossible for foreign investors to understand what exactly was happening on the market.

Additionally, the placement of the BVB in the category of Frontier market, the reduced number of large listed companies, as well as the reduced transactions volume, render the stock exchange unattractive for large institutional investors.”

“While many local companies grow and perform, I believe that investors’ reduced appetite to dive deep into the Romanian capital market until now is

directly linked to the way they perceive the Romanian economy,” argues Silvana Ivan, Partner at Tuca Zbarcea & Asociatii.

“Long-term stability and predictability of the legal and fiscal regulations are a must in order to ensure future capital markets development,” adds Ivan.

George Chiocaru, Managing Associate, Stratulat Albulescu also says that the lack of predictability and the political factor is a major setback when it comes to investments. “As long as this issue will not be settled it is hard to increase attractiveness on a market with a reduced liquidity.”

How can state owned companies benefit from the Stock Exchange and why don’t we see more state companies on BVB? “Over the years, the Romanian capital market has proved its ability to absorb significant IPOs and has welcomed companies from other business sectors that had not been represented yet: telecommunication services, insurance brokerage, food service and wineries.

Although the past IPOs have not been the best performers, we remain optimistic, as more and more companies are interested in being listed on BVB. Despite the results so far, we are fully confident that the evolution of the Romanian market will continue an upward trend, powered by the solid gains of companies which find listing a good financing or exit alternative of financial investors,” says Madalina Paisa, Partner, Mitel si Asociatii.

“Listing of state owned companies on the capital market has been favorable over the years. Companies

“BET Index closing at the highest level from the past ten years is an indicator of the increasing investment appetite of the institutional investors for the companies listed on BVB, but still low."

Alexandru Ambrozie, Popovici Nitu Stoica & Asociatii

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Which Lawyer in Romania

Capital Markets

such as Romgaz, Transgaz, Electrica or Nuclearelectrica have proven to be successful listings,” says Razvan Stoicescu, Deputy Managing Partner, Musat & Asociatii. “However, listing a state owned company is harder than it seems. The procedures take time, given public procurement rules apply. They also depend on government policies which may change often, in an unstable political climate.

We’ve seen in the past years, attempts on listing new state owned companies, however they were delayed or cancelled due to various reasons.

The Hidroelectrica listing is the most recent example, which has been delayed due to financial instability. As regards listing benefits, the state owned company or the state (depending on the type of listing) receives an important cash intake.

Other than that, greater transparency, new management to the highest market standards, increased public and media exposure, stock value increase, are just some of the benefits of listing a state owned company.”

“Listing any

“Let’s not forget, first, that not long ago we witnessed important downfalls of the stock market indices as a result of legislative changes hitting pension funds."

Loredana Chitu, Dentons Europe fully commit to applying strong corporate governance, it is unlikely to see new state-owned companies on a stock exchange.

But in spite of the above, there is hope that Hidroelectrica will eventually be listed, probably at the end of 2020 or beginning of 2021. The current management of Hidroelectrica took clear steps in this direction, but, like in all state-owned companies, the political will be decisive.”

Silvana Ivan, Partner at Tuca Zbarcea & Asociatii, says that for state owned companies the listing on BVB would be a measure primarily aimed at attracting capital for investment/development projects and possibly integrating the know-how of strategical investors/ private managers in their activity; also, the listing of an important state majority-

“Romanians have a conservative approach to investments and individuals favor bank deposits or residential real estate asw main forms of investments."

Miruna Suciu, Suciu Popa si Asociatii

company on a stock exchange market requires and brings enhanced transparency, scrutiny from professional investors and robust corporate governance. This is all the more applicable to the state-owned companies which are very large, some of them very profitable, and would definitely raise the interest of professional large investors,” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii.

“On the other hand,” adds Ambrozie, “we see that the Romanian Government showed in recent years a tendency to reduce the transparency and to except many state-owned companies from the applicability of the Emergency Government Ordinance no. 109/2011 on corporate governance of state-owned companies.

As long as the Government does not

owned company could also increase the overall international visibility of the local capital market. “Since most companies eligible for listing which are still stateowned operate in strategic fields (e.g. energy, mineral resources etc) their full/ partial privatization via listing requires a long-term Governmental strategy in this respect. One key state-owned company that is expected to be listed in the near future is Hidroelectrica,” says Ivan.

Loredana Chitu, Partner, Dentons Europe argues that “for state owned companies, the decision to list is dependent on political will and we first need a stable political environment so as to allow for smooth decision making process. I know that it is not easy to expect state owned companies to feel comfortable with such process, but there are bankers ready to

52

offer high standard professional services in this respect, and, alongside lawyers, auditors, PR companies, accompany and help an issuer to deal with all the unknown of an IPO process - previous privatizations of Transgaz, Romgaz, Electrica prove that all this is possible.”

“Most IPO’s of the state-owned companies, especially from the energy sector, have been successful, so from this point of view we can say that there was a benefit of the Romanian State in this respect,” believes George Chiocaru, Managing Associate, Stratulat Albulescu.

Another aspect to be considered is the lengthy process of the IPO for a stateowned company and not because of the procedural steps to be considered as per the stock exchange regulation but due to a very bureaucratic decision process existing in such companies.”

What measures can the BVB take to increase its attractiveness to issuers as the past IPO’s were not best performers?

“The Romanian stock exchange managers, as well as the Romanian authorities, took various measures over time which were aimed at improving the attractiveness of BVB, including by proposing recently an improved taxation regime applicable to capital gains obtained from securities trading,” says Miruna Suciu, Managing Partner, Suciu Popa si Asociatii.

“Furthermore,” adds Suciu, “other measures, such as new and enhanced market mechanisms facilitating market access for foreign investors, increased transparency, prompt implementation of the EU legislation applicable in the capital markets sector, as well as an improved corporate governance regime applicable to listed companies have all contributed to increasing the attractiveness of the Romanian stock exchange.

Additionally, starting with 2015, the regulated market launched also an alternative trading platform, AeRO, dedicated to small and medium-sized enterprises and start-up companies, which provided for simplified conditions applicable to SME’s and start-up IPOs, as well as further reporting and transparency obligations.

Which Lawyer in Romania

Capital Markets

Furthermore, it is noteworthy that in January 2019, the BVB general meeting of shareholders approved the incorporation of a new joint stock company which will act as Central Counterparty (“CCP”). The contemplated investment project amounts to Lei16 mln. (approx. €3.4 mln.), of which BVB will allocate more than half (Lei10 mln.) as share capital contribution to the new company.

The CCP’s main purpose is to guarantee the market integrity and to mitigate the counterparty risk and is expected to contribute significantly to the diversification of the derivatives market as well as to triggering a significant increase of the liquidity of the derivatives market, in view of a contemplated doubling of transactions volume.

The new CCP is expected to facilitate also a development of the transactions with securities and bonds on the market, as well as to provide clearing services for transactions performed on the energy market. Also, the CCP should allow the trading of electricity futures.

As per the statements of BVB’s officials, the CCP is expected to enable the stock exchange to intermediate also over-thecounter transactions, short selling, as well as margin trading.”

“One key measure that is already in progress is the establishment of the Romanian CCP that would increase the security of the transactions,” says Silvana Ivan, Partner at Tuca Zbarcea & Asociatii.

“Also, an increased targeted marketing locally and abroad of its services and a decrease of its tariffs could lead to an improvement of BVB’s attractiveness.”

Radu Ropota, Counsel Clifford Chance Badea believes that promoting the capital market is a joint effort by all parties involved. “The BVB has done its fair share in promoting it, but it is not only up to them.

Investors need a stable and predictable economic and business environment, and potential issuers require state support and facilities that may help them take their

“While many local companies grow and perform, I believe that investors’ reduced appetite to dive deep into the Romanian capital market until now is directly linked to the way they perceive the Romanian economy."

Silvana Ivan, Tuca Zbarcea & Asociatii

business public.”

Razvan Stoicescu, Deputy Managing Partner, Musat & Asociatii says that at this time, the low hanging fruit seem to be the transition from a “frontier market” to an “emerging market”. This would automatically make the market more accessible to institutional investors, and in return more issuers.

A second point could be the encouragement of further privatisations through the stock exchange, although that is more a responsibility for the Romanian Government, than the BCB. BVB already runs various programs and activities for potential public companies, explaining the advantages of listing. Information, training and educational programs such as “Fluent in Finance” or “Invest for the future” represent a step forward in the right direction.

“I do not fully agree with this broad statement, in the sense that although most of the recent IPOs included exits of previous shareholders, each issuer had its characteristics and reasons for postIPO variation of price,” says Loredana Chitu, Partner, Dentons Europe. “Plus these IPOs (most of which I had the pleasure to work on) have actually proven that there is appetite on the market for new issuers. In terms of measures to increase attractiveness, BVB is continuously expressing its interest to strengthen the market and I applaud the effort that Mr. Tanase and his team have put into this. Boosting liquidity is a priority and measures like the introduction of a central counterparty and new derivative products, accompanied with emerging market status

“ The CCP project will relaunch the derivatives market in Romania and, at later stages, will allow for further instruments to be accessed by more sophisticated investors."

Madalina Paisa, Mitel si Asociatii

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from MSCI, will for sure help, when and if implemented,” says Chitu.

“We believe that the Bucharest Stock Exchange will further develop the market infrastructure by focusing its efforts on making the central counterparty clearing house (CCP) functional in the next 16 months, in a move that will create the framework required to significantly improve market liquidity. The CCP project will relaunch the derivatives market in Romania and, at later stages, will allow for further instruments to be accessed by more sophisticated investors,” believes Madalina Paisa, Partner, Mitel si Asociatii.

The Bucharest Stock Exchange plans to further develop the market infrastructure by focusing its efforts to make the central counterparty clearing house (CCP) functional in the next 16 months in a move that will create the framework required to significantly improve market liquidity.

“We are going to celebrate 25 years of modern trading at the Bucharest Stock Exchange in November next year.

We plan to show to our partners that we are committed to improving the market infrastructure. The CCP project will relaunch the derivatives market in Romania and, at later stages, will allow for further instruments to be accessed by more sophisticated investors. We are establishing the local CCP with one goal in mind: to increase the liquidity in the mid to long term and thus equip investors with the necessary tools in order to make the market more attractive,” Adrian Tanase, BVB CEO stated.

The local capital market reached a new all-time high for its BET-TR index, which also includes the dividends. The index breached the 15,000-point ceiling this September, which corresponds to an increase of 39% this year alone, making Romania one of the top-performing capital markets in Europe.



Which Lawyer in Romania

Banking

Most representative projects BIRIS GORAN SPARL

Represented One United Properties, the leading Romanian high end residential developer, in a €20 million bonds issuance through private placement, maturing at four years.

The bonds will improve the company’s capital structure and provide liquidity for new residential developments. Bonds issuance, other than municipal bonds, is rare in Romania. Financing through bonds issuance is rather undeveloped in Romania as compared to other jurisdictions and that alternative method of financing adopted by One United Properties shall pave the way for others in the near future. The team assisted One United Properties on all corporate matters and in the transactional aspects of the bonds issuance. The work also involved complex corporate governance and novel merger control issues.

Legal advisor to Curitiba SRL, Romanian real estate investor and developer, in its capacity as borrower, with respect to negotiation and signing of loan and security documentation and fulfillment of conditions precedent with Libra Bank SA, as lender, for the purpose of further financial investment.

The law firm’s role included assistance in the negotiation with the financing bank and preparation of the documentation in order to comply with the requirements of the bank, including corporate approvals, legal assessments as regards the guarantees, subsequent loan documentation. This included coordination and cross collaboration with the legal counsels of the shareholders in Cyprus and Botswana on the corporate and tax matters.

Assisted Global Vision, leading Romanian real estate construction and management company, in the joint venture between one of its companies - Global Asset Development SRL and an Austrian partner for the acquisition and development of a commercial and warehousing project near Ljubljana’s Airport Brnik. The assistance covered various financing, real estate, corporate and tax matters and included the negotiation and signing of the joint venture agreement, loan and shares mortgages agreements, corporate approvals and various constitutive documents, preparation of the file for registration with the Slovenian authorities,

liaising and collaboration with the Austrian and Slovenian counsels.

Assisting Liebrecht & wooD, leading CEE real estate developer, office, retail and warehouse projects with a total area of more than half a million square meters, restructuring of €43 million debt by means of a complex settlement of such debt against the secured collateral.

This is a complex project due to the ongoing debtor shareholder dispute and resulting corporate governance difficulties, the number of jurisdictions involved - Cyprus, Belgium, Austria and Romania - and the resulting tax aspects.

Assisting Zeus International, a Greek-based regional hospitality management and restructuring company, in its expansion by means of securing a loan facility from the Wyndham Group for funding and operating of a new top hotel in Greece.

The assistance dealt with the Romanian aspects of the expansion and financing, including corporate, loan and pledge documentation, as well as preparing corporate authority legal opinion for the lender, Wyndham Group. The transaction was complex due to the multiple parties and jurisdictions and Romanian corporate law ambiguities regarding intra-group guaranteeing and financing, all under a very tight deadline.

Specialist lawyers: Gelu Goran, Daniela Lazea, Raluca Nastase, Teodora Motatu, Mariana Signeanu.

CLIFFORD CHANCE BADEA

Advising the syndicate of lenders on a financing granted to a recycling group with operations in Romania and the SEE, August 2019.

Advising Citigroup in relation to a new €200 million bonds issue by Digi Communications/RCS&RDS, February 2019.

Advising Citigroup Global Markets Limted, Erste Group Bank AG, ING Bank N.V, JP Morgan Securities PLC and Societe Generale in relation to the €3 billion Eurobonds issued by the Romanian state, the largest loan to date that has been drawn by Romania in only one day, March 2019 - part of Romania’s MTN program.

Advising Alpha Bank Romania in relation to the first covered bond program established in Romania, for the amount of €1 billion, April 2019.

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Advising NE Property BV in relation with the implementation of the €1.5 billion Guaranteed Euro Medium Term Programme guaranteed by NEPI Rockcastle PLC, as well as in relation to the launching of the 2.625% €500 million bonds issue due 2023 under the program, May 2019.

Specialist lawyers: Daniel Badea, Madalina Rachieru, Radu Ropota, Cosmin Anghel, Raluca Coman, Georgiana Evi, Gabriel Toma.

D&B DAVID SI BAIAS

The law firm provided extended legal assistance to a Romanian credit institution regarding the restructuring scenarios of its activity by transforming into a branch an EU credit institution.

The law firm provides legal advice to an international group that intends to authorize a payment institution in Romania, offering multiple solutions to meet the business needs of the group, as well as assistance in drafting the authorization file at National Bank of Romania.

Assisted Cascade Park Plaza, owner of a large real estate office building in Bucharest, from securing a €17.85 million loan facility from Garanti Bank to refinance an existing loan facility with Piraeus Bank and National Bank of Greece, as well as fulfilling other business objectives of the company.

The law firm assisted in reviewing the entire financing documentation, drafting the required corporate approvals, negotiating with the financing bank as well as the refinanced banks, assistance at signing and closing.

The law firm has assisted and is currently assisting a number of companies, both in the financial services sector and in other business field, such as agriculture or pharma, to implement remuneration schemes in the form of Stock Option Plans. The assistance includes extensive legal advice on the implications of the plan, as well as drafting the entire plan documentation.

The law firm is currently performing a sell-side legal due diligence over a local credit institution, analyzing the main areas of the bank’s activity, with a view to facilitate a potential transaction for the bank’s shareholders.

Specialist lawyers: Sorin David, Ovidiu Bold, Catalina Ilie.

Which Lawyer in Romania

Banking

DENTONS EUROPE - ZIZZICARADJA SI ASOCIATII SPARL

Advising Erste Bank on €65 million loan to Globalworth for refinancing of phase two of Globalworth Tower.

Advised a lenders’ consortium, Ceska Sporitelna AS, Komercni Banka AS, Unicredit bank Czech Republic and Slovakia AS, Banca Comerciala Romana SA, Unicredit Bank Romania SA, BRD - Groupe Societe Generale SA, Slovenska Sporitelna AS, on the syndicated loan for the working capital financing of Fortuna Entertainment Group NV aimed at its acquisitions of Fortuna Romania and Hattrick Sports Group Ltd, Ireland.

Advised BRD - Groupe Societe Generale SA and its Czech affiliate Komercni Banka AS in a €82 million term loan credit facility granted to the real estate developer CTPark Bucharest West for the purpose of refinancing certain debts related to the operations of one of its logistic parks in Romania.

Advising Special Investments Group of Credit Suisse AG on the €40 million junior loan facility for Chimcomplex’s acquisition of certain assets owned by Oltchim, in a landmark transaction for Romania as it involved the financing by two lenders of the acquisition of majority of the assets of one of Europe largest chemical plants.

Assisting a lenders’ consortium, Bank Polska Kasa Opieki SA, ING Bank Slaski SA, Powszechna Kasa Oszczednosci Bank Polski SA, Ceska sporitelna, AS, in connection with the Romanian law aspects of a crossborder financing arrangement for AmRest.

Specialist Lawyer: Perry Zizzi.

FILIP & COMPANY

Assisting Banca Transilvania on the acquisition from Eurobank of 99.15% stake in Bancpost and 100% of the shares issued by ERB Retail Services IFN and ERB Leasing IFN. The law firm has advised and continue to advise with due diligence matters, transaction structuring, preparation and negotiation of a complete package of transaction documents, regulatory matters and post-closing aspects.

This was the largest transaction on the banking market in Romania of the last few years and resulted in Banca Transilvania becoming the largest bank in Romania. In 2018 the law firm was

involved in drafting, negotiating and reviewing the documentation for the successful closing of the transaction and we currently continue to assist on various post-closing matters.

Assisting the National Bank of Greece in concluding a share deal with EximBank rearding NBG’s 99,28% participation in Banca Romaneasca, the largest acquisition on the Romanian banking market in 2019.

The law firm has assisted RCS&RDS SA, one of the leading media and telecommunication companies in Romania, in connection to an €250 million syndicated bridge facility agreement concluded between RCS & RDS SA, as borrower and original guarantor, Digi Tavkozlesi es Szolgaltato Korlatolt Felelossegu Tarsasag, as borrower and original guarantor, Digi Communications NV, as original guarantor and original borrower and Invitel Tavkozlesi ZRT, as original guarantor, and Citibank Europe PLC, Romanian Branch, ING Bank NV Amsterdam, Bucharest Branch, Unicredit Bank SA, as original lenders and ING Bank NV as facility agent for the purpose of financing the acquisition of certain radio broadcasting licences in Hungary and Romania.

Specialist Lawyers: Alina Stancu Birsan, Alexandru Birsan.

GRUIA DUFAUT LAW OFFICE

Assisted a large company acting in the insurance sector, also in relation with the financial surveillance authority.

Advised investors in connection with a funding from a French bank for the development of its business in Romania - assistance during negotiations, proposing guarantee instruments, drafting and negotiating mortgage contracts, mortgage rank assignment, amending existing mortgage contracts.

Provided assistance with respect to the funding of the Romanian subsidiaries of an American group and drafting of the loan agreements as well as of the other agreements thereto.

Advised investors in connection with getting funds from a French bank for the development of its business in Romania - assistance during negotiations, proposing guarantee instruments, drafting and negotiating mortgage contracts, mortgage rank assignment, amending existing mortgage contracts.

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Specialist Lawyers: Dana Gruia Dufaut, Loredana Van de Waart, Cristina Bojica, Teodora Koletsis.

IONESCU SI SAVA

The law firm’s banking and finance team, is assisting Banca Comerciala Romana SA in issuing legal notices related to the real estate brought by the bank’s clients to be subject of a mortgage agreement, accessory to a loan facility, analyzing if the asset fulfils the necessary requirements to be mortgaged and which are the risks attached to the real estate. The legal notices target real estates of both individuals or legal entities, such as real estate developers from all over Romania, and imply the review of the ownership documentation, administrative acts and cadastral plans.

The law firm’s banking and finance team, is assisting their long-term client, Mercedes-Benz Leasing IFN SA on various issues related to its day-to-day activity, including legal opinions on various transactions, representation in litigation in courts throughout Romania, and other matters specific to nonbanking financial institutions.

The law firm is advising one of the most active financial institution in Romania on the implementation of the first Romanian web-based application that shall allow the clients of the financial institution to configure a car and conclude a leasing agreement for it, only by using the on-line app. For the implementation of this project, the team is performing an in-depth assessment of the legal implications of conclusion of leasing agreements by electronic means, especially in connection with KYC/AML requirements, electronic signature and the ability to enforce such contracts in courts.

The law firm’s banking and finance team, has assisted one of the Bucharest Municipalities during the execution and implementation of a finance contract concluded with a European financial institution, for obtaining the necessary financing in order to develop a major project for the thermal rehabilitation of numerous multi-family residential buildings. The team has been involved in the project from the earliest stage, participating to the negotiations and reviewing the finance agreement.

The team continues to provide legal assistance for the execution of the agreement, guiding the client in the

Which Lawyer in Romania

implementation of its provisions.

The firm has provided and continues to provide consultancy and legal assistance services on regulatory matters to one of the most important credit institutions in Romania in deposits and credit facilities for the improvement of housing. The team provided legal services including an in-depth analysis of the regulatory framework, comprising interpretations and decisions of the supervisory and control authorities in the client’s field and the good practices applicable in other jurisdictions with regard to similar products to those offered by the client and assistance in drafting amendments to the applicable laws and implementing rules.

Specialist lawyers: Radu Ionescu, Alina Neagu, Vlad Stoica, Alexandru Tache, Traian Pasca, Roxana Iordache, Alin Sinocicu, Andreea Badea, Otilia Sava.

KINSTELLAR

The law firm advised ING Bank Slaski and Powszechna Kasa Oszczednosci Bank Polska from a Romanian law perspective in a financing transaction involving TXM, a leading European textile group, as the borrower.

The financing transaction also involved several group subsidiaries, including a Romanian one and structuring a complex Romanian law security package and its implementation thereof.

Advised ING Bank NV, as leading bank in a syndicate, on a financing to a leading Romanian group operating in the construction sector and with the relevant real estate due diligence prior to taking security.

The law firm is advising Comdata Spa, a multinational partner of choice for BPO of Customer Operations industry in various sectors, on the €505 million cross-border financing structuring and implementing of the Romanian law security documentation in relation thereto, including in the post-closing and amendments and restructuring phases.

The law firm advised HSBC Bank PLC on the Romanian law matters concerning structuring and setting-up security documentation for a crossborder acquisition financing in the life science sector, including during postclosing amendments, refinancing and restructuring phases.

The law firm is advising Credit Agricole CIB on the Romanian law implications regarding a €50 billion structured euro medium term note

programme. The project involves complex banking financial regulatory, capital markets matters and interaction with local regulators as well as the tailoring and implementation in Romania of an EMTN programme previously designed for other markets, including annual reviews and updates.

Specialist lawyer: Bogdan Bibicu.

MARKO & UDREA

Acted as the Romanian national legal expert for the European Commission, DG FISMA, in the national legislation conformity checking for MiFID II. Specialist lawyer: David Oprea.

MITEL & ASOCIATII

The law firm advises Accession Mezzanine Capital in relation with all their day-to-day legal matters and also in connection with their mezzanine financing investments on the Romanian market. The law firm provides legal assistance with regard to the equity and debt-related issues.

The law firm offeres legal assistance to TUD Investment Consulting, a consulting firm providing professional financial solutions to public and financial institutions, in connection with the financing by the European Investment bank of thermal rehabilitation of housing buildings located in several Districts of Bucharest Municipality.

The law firm has been advising Arabesque on complex finance projects, including bilateral and syndicated loans, corporate individual or group financing, refinancing of existing debt and finance leases of over €100 million. The work includes assistance in structuring, negotiating and implementing finance projects, whereas the expertise in the field perfectly combines with an in-depth knowledge of the Client’s business. The law firm is continuously involved in drafting and negotiating loan documentation packages, including security documents. The firm also assist the client in negotiations for obtaining various banking products and services for business development.

The firm’s recent high-profile expertise includes assistance in negotiation of €17 million loan facility made available

by BRD Societe Generale and related guarantees and asset collateral securing this loan. Arabesque is the Romanian leader in B2B trading of constructions materials and finishes.

UniCredit Services S.C.p.A. Milano, 57

Banking

Bucharest Branch, the Group’s global services company created from the integration and consolidation of 16 Group companies and is dedicated to providing services in the sectors of Information and Communication Technology, Back Office and Middle Office, Real Estate, Security and Procurement. Full legal assistance and support in connection with Romanian operations of Unicredit Services.

Advised Diamedix Impex SA in connection with contracting a long-term loan. The law firm’s work included reviewing of transaction documents, drafting of amendments to loan documentation, assistance in negotiations of the parties, and legal assistance in signing the transaction documents.

Specialist lawyers: Sorin Mitel, Madalina Paisa.

MUSAT & ASOCIATII

The law firm’s team is traditionally assisting an important financial institution from China, in connection with the securing of its financing on the Romanian territory. Some years back, the client granted a financing to three companies holding and operating three of the largest photovoltaic power projects in Romania, in the context of a multinational project finance involving a number of affiliated companies and thus local jurisdictions. Due to multiple reasons, the financial institution is now confronted with serious risks of default by the relevant obligors, and after months of negotiations, the parties agreed to a novation of the debtor/ obligors so that the client safeguards its position. The team is continuing to assist the financial institution with legal advice for implementing the novation mechanism without jeopardizing the securities rank in Romania. The legal work involves drafting all the documents falling under Romanian law, performing the related registrations and issuing a legal opinion on corporate matters and the enforceability of the securities.

The law firm has been requested to provide legal advice to worldwide technology supplier in relation to its plans to offer consumers a digital gift code to be used as a payment method to purchase content/services available through its Media Service.

In this context, the client has directed that we consider the implications of the upcoming 2nd Payment Services Directive considering the changes at a European level. The firm’s analysis

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Which Lawyer in Romania

Banking

focused on potentially divergent local guidance in Romania that would have an impact on the application of PSD 2 to the client’s service locally or risk profile to the client as a result.

The law firm is assisting a significant european financial institution in connection with a multimillion facility granted to TeraPlast Group, an important construction materials manufacturer, for the implementation of three projects developed by group entities from Romania, Serbia and Slovakia.

The law firm is advising a worldwide known tire producer on the corporate legal/regulatory and tax/ transfer pricing aspects in connection with the envisaged restructuring of his treasury/cash pool and holding operations in Switzerland.

The law firm is acting for a wellknown financial American institution, in their capacity as arranger, in connection with a TLB & RCF refinancing of the Dura group’s existing financing arrangements. The assistance focused mainly on the Romanian security aspects of this transaction, given that it involves a Romanian guarantor, Dura Automotive Romania SRL. The law firm has advised HSBC, JP Morgan, RBC, Citibank, Northern Trust, State Street, The Bank of New York Mellon, in connection with their provision of securities custody services in Romania and related risks in insolvency of local custodians. For the purpose of this mandate the banks have prepared a very comprehensive questionnaire on all matters of Romanian law pertaining to capital markets: provision of local and cross border services of custody of securities, systemic risks, cross border and local insolvency procedures as well as their impact on client’s money and securities.

Formal legal opinions were also issued to the banks for regulatory purposes in the US. The credit institutions acting as clients, are part of the Association of Global Custodians, a group of 12 financial institutions which provide securities safekeeping services and asset-servicing functions to primarily institutional cross-border investors worldwide.

The law firm has advised the Engie Group with respect to the set up and implementation of an intragroup EFET master agreement, for derivatives having as underlying energy, gas and other energy related products, re: newly discovered oil resources at the

Black Sea. The firm’s role consisted in legal assistance with the drafting, review, and negotiation of the EFET against capital markets, energy related legislation, and intra group dealings.

Engie Group, known previously as GDF Suez, is a French multinational electric utility group which operates in the fields of electricity generation and distribution, natural gas, nuclear and renewable energy.

The law firm is acting as lead Romanian legal counsel for SIF Transilvania SA, one of the top investment funds in Romania, listed on the Bucharest Stock Exchange, in connection with a wide range of capital markets and regulatory issues, including the structuring and implementation of its corporate strategy in its various portfolio companies, over 100 companies, some of which are admitted to trading. SIF Transilvania SA is one of the top 5 investment funds in Romania, with an impressive portfolio of shareholdings in a variety of listed bluechip companies active in the banking, pharma, energy, manufacturing and construction sectors.

The law firm is acting as lead Romanian legal counsel for Massimo Zanetti Beverage Group, the biggest private company in the coffee industry, with turnover of around $1.2 billion per year, in relation to the planned initial public offering on Milan Stock Exchange, including preparation of due diligence and offer prospectus related to the Romanian subsidiaries of Massimo Zanetti Beverage Group.

This is one of the few initial public offering conducted on the beverages market on the Milan Stock Exchange, being particularly challenging since it involves a wide array of cross-border subsidiaries of Massimo Zanetti Beverage Group in Europe and US, which entailed the preparation and coordination of a very complex legal due diligence exercise and offer prospectus.

The law firm has advised Vivendi in connection with an employee share offering made pursuant to a share capital increase of Vivendi SA, the French parent company of the Vivendi Group, offering shares to all of its current employees and the employees of its direct and indirect majority owned subsidiaries. Vivendi is an integrated content, media and communications group, employing around 44,000 people in some 78 countries. Shares would be subscribed and held through 60

a French Fonds Commun de Placement d’Entreprise through a compartment created specifically for this offering.

Specialist lawyers: Gheorghe Musat, Razvan Stoicescu, Iulian Popescu, Monia Dobrescu, Angela (Mare) Porumb, Cosmin Libotean, Razvan Graure, Iuliana Iacob, Madalina Trifan, Alina Man, Adrian Danciu, Cristian Cepesi, Serban Halmagean.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to the largest Romanian bank in the €55 million financing of a syndicate of banks to one of the most important local players in the agricultural sector.

Assistance to a club of banks in the financing of one of Romania’s largest on-line retailers in a complex multiborrower developing financing structure.

Assistance to a leading Romanian producer of organic agricultural products in the restructuring and reorganization of the company in preparation for the private placement ahead of the company’s listing on the Bucharest Stock Exchange.

Assistance to a syndicate of banks in a €324 million Senior Secured Multicurrency Revolving Credit Facility granted to an international grain and fertilizer trader.

Assistance to one of the largest real estate developers in SEE in the financing of a real estate development for the automotive industry.

Specialist lawyers: Manuela Nestor, Alina Radu, Valentin Voinescu.

NOERR

The law firm advised a big German investment bank on financing a real estate project with a value exceeding €42 million.

Adviced an industrial corporation on the restructuring and enforcement of the financing and security agreements pertaining to 8 photovoltaic power plants in Romania, with a total value exceeding $171 billion.

Advised a leading Austrian bank on restructuring of financing and security documents with regard to real estate financing of Romanian investor in Timisoara, Romania. Subsequently the law firm has provided advice during negotiations with potential investors for the purpose of a sale of loan receivables, including of security rights,

Which Lawyer in Romania

drafting documentation and initiation of enforcement procedure with regard to securities.

Adviced a major Austrian bank on the financing of a real estate project with a value exceeding €3 million.

The law firm advised a major financial institution on regulatory issues relating to performance of financial services including capital markets operations and insurance mediation.

Specialist lawyers: Magdalena Alexandra Lupoi, Alexandru Ene, Gabriel Popa, Raluca Botea, Razvan Caramoci.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Advised RI-GD Investments DAC, an affiliate of Rabobank, on a €30 million financing granted to Origin Enterprises.

Advised Ameropa on the €324 million financing for refinancing existing bilateral facilities and supporting new working capital needs of its Romanian entities.

Assisted Dedeman on four financings amounting to approximately €44.3 million for the development of the Bridge 3 office building and Eli Park.

Advised The Governor and Company of the Bank of Ireland on certain amendments to the €400 million financing granted to Origin Enterprises.

Assisted CLN Group on three financings amounting to €134 million granted by IFC. Specialist lawyers: Alexandru Ambrozie, Codrin Luta.

RADULESCU & MUSOI ATTORNEYS AT LAW

The law firm provided assistance in relation to financing the client through a bond issuance. The work included reviewing and negotiation of Bonds Terms and Conditions and related security package. The firm also provided assistance in relation to taking out €8 million financing from OTP Bank.

The team’s work has covered all stages and legal aspects of the process and assisted the client regarding a syndicated term loan and a revolving facility to be used for refinancing an existing investment and short term loans, and for general CAPEX needs. Deal value: €33 million.

The law firm has assisted the client in taking out a loans from ING Bank, CEC Bank, Alpha Bank and EximBank.

The team’s work has covered all stages and legal aspects of the process. The firm also has assisted the company in relation to registration with the Special Register held by the National Bank of Romania, in relation to an ISDA Master Agreement with ING Bank, in drafting and revising the company’s standard contracts with clients and different providers, as well as in day-to-day legal matters. Deal Value: €27 million.

The firm has assisted the client in connection to acquisition of a real estate located in the center of Bucharest from First Bank, as well as in relation to setting up of a structure to finance and perform the construction works for establishment of a complex building, apartments and offices.

Assisted the client in connection with bank securities, primarily regarding ownership over the mortgaged real estate. Furthermore, the firm’s team has drafted various legal opinions on bank securities and loan structuring.

The firm has assisted the client in relation to issuance of an opinion on a finance agreement with the European Investment Bank. Also, the team assisted the bank in relation to various legal matters involving financing structure.

Specialist lawyers: Roxana Musoi, Carmen Banateanu, Anca Constantin, Alexandru Chiriac.

RTPR ALLEN & OVERY

The law firm has advised Barclays Bank PLC as arranger for Alpha Bank Romania on the first mortgage bonds issue programme in Romania with a value of €1 billion. This deal marks another ‘market first’ for the Romanian capital markets, the programme established by Alpha Bank Romania SA is both the first covered bond programme in Romania under the new Law No. 304/2015 and also the first covered bond programme established in Romania.

The law firm has advised a syndicate of banks made up of Raiffeisen Bank International and Raiffeisen Bank Romania as coordinators and Raiffeisen Bank International, Banca Transilvania, UniCredit Bank, Garanti Bank and Intesa SanPaolo Romania as lenders in relation to a credit facility in amount of approximately $68 million granted to Alro for covering general corporate needs and working capital of the company as well as future investments.

Advised the banks Erste Group Bank AG, ING Bank NV, Raiffeisen 61

Banking

Bank Polska SA, Bank BGZ BNP Paribas SA, Bank Zachodni WBK SA, a member of Santander Group and Powszechna Kasa Oszczednosci Bank Polski SA on the amendments to the financing for P&P Spearhead, a group engaged in the agricultural sector primarily in Central and Eastern Europe, in the value of €177 million.

Advise d Raif feisen B ank International AG and its Romanian subsidiary Raiffeisen Bank SA. on the €56 million financing to CTPARK ETA SRL for the development of the new building “BUW 17” within the CTPark Bucharest West I P. The law firm has advised RodBun Grup SRL and certain of its subsidiaries on a syndicated financing of up to Lei262 million, equivalent of approximately €56 million, arranged

by Banca Comerciala Romana from a syndicate of banks comprised of Banca Comerciala Romana, Raiffeisen Bank, Banca Transilvania, CEC Bank and Banca Comerciala Intesa Sanpaolo Romania. RodBun Grup is a Romanian company acting in the agriculture sector, an integrator of products and solutions in the agricultural field.

Specialist lawyers: Victor Padurari, Alexandru Retevoescu, Cosmin Tilea. Andreea Burtoiu, Poliana Gogu-Naum.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted VTB Bank Europe SE, one of the leading banks of Russia, member of the VTB Group, in the financing of Chimcomplex SA Borzesti, one of the largest chemical manufacture companies in Romania. Together with its subsidiaries established in various EU jurisdictions, VTB Bank Europe offers a wide range of financing and/ or banking services and products to its clients, being involved in several important financing arrangements. Deal value: €164 million.

Assisted Hyperion Insurance Group Limited in relation to a Romanian law security package including a collateral under the Financial Collateral Directive, in relation to financing facilities for the acquisition of the insurance brokerage division of a Greek Bank in Romania.

Deal value: €20 million.

Assisted Euro WAG, a Polish group of companies active in the automotive payment solution field, in relation to Romanian law aspects pertaining to multi-jurisdictional financing facilities granted to the client by a syndicate

Which Lawyer in Romania

Banking

of banks. Deal value: € 310 million.

Assisted SMC Specialty Finance LLC in relation to a bridge financing facility amounting to more than €3 million granted to a local film production company including security over incentives granted by the Romanian State for cinematography. Deal value: €3 million.

Assisted Aperture Media Partners LLC in relation to a medium-term financing facility amounting to more than €15 million granted to a local film production company including security over incentives granted by the Romanian State for cinematography.

Deal value: €15 million.

Specialist lawyer: Costin Teodorovici.

SUCIU POPA

Assisted Black Sea Oil & Gas SRL in relation to the negotiation and conclusion of the Senior Revolving Borrowing Base Multi-Facility Agreement and ancillary finance documents entered with, inter alia, Credit Agricole Corporate and Investment Bank, Societe Generale, London Branch, BRD Groupe Societe Generale and The European Bank for Reconstruction and Development. By means of the agreement, the lenders agreed to grant certain facilities amounting to €200 million for the purpose of financing the project costs in connection with the drilling, development, construction and production of the petroleum accumulation of the Ana and Doina discoveries in the XV Midia Block (offshore Black Sea) operated by BSOG. Advised Hunt Oil Company of Romania, a subsidiary of Hunt Oil, one of the largest privately held companies in the United States, operating both domestically and internationally in relation to the financing, review and negotiation of a complex operating lease agreement for the local subsidiary’s operational needs, and the financing and securing of a 3D seismic works programme destinated to support the company’s further development of its exploration activities.

Assisting Kaz MunaiGas International, an international oil group with operations in 12 countries, in relation to the structuring of the financing and collateralization scheme pertaining to the development and implementation of several new projects to be performed via the RomanianKazakh Investment Fund. The mandate

involves reviewing various financing options, helping the client to assess them, as well as assistance with the actual structuring and negotiation thereof.

Acted as issuers’ counsel for Hidroelectrica SA, state-owned company, active in hydro power generation and services, as part of the consortium also comprising Paul Hastings, in connection with the preparation of Hidroelectrica’s IPO. Advising Rompetrol Rafinare SA, a company listed on the Bucharest Stock Exchange and part of the KazMunaiGas International, in relation to the convertible bonds’ issuance and several other capital markets related issues as well as in relation to the shareholders disputes derived therefrom.

Specialist Lawyers: Miruna Suciu, Luminita Popa, Dan Ciobanu, Crina Ciobanu, Vlad Cordea, Siranus Hahamian.

TONCESCU SI ASOCIATII SPRL (KPMG LEGAL)

The law office has been entrusted for the last five years by BCR, the local and European largest bank in Romania, to provide for a daily legal report monitoring the regulatory changes. In the last years, the team transformed this product into a unique solution in Romania combining the use of technology and the work of lawyers.

The law firm assisted EOS Faktor Magyarorszag Zrt, an important player in the Hungarian debt recovery market during the due diligence phase and subsequent transactional work in connection with the envisaged acquisition of an NPL Project in Romania, Project Iulia. In the end, the transaction was finalized with another client, for commercial purposes. The sale referred to a single ticket big exposure against a Romanian debtor, legal entity, owner of a shopping mall and various other real estate assets in Romania. The loan which was governed by the Hungarian law, was secured with multiple securities located in Romania, whose transfer was essential for the transaction to occur.

The law firm contributed significantly to a study commissioned to KPMG Romania by the Romanian Banking Association, the official industry association representing all banks in Romania. The study focused on the impact of a series of legislative proposals, including: amendments to 62

Government Ordinances no.13/2011 regarding the legal interest and penalizing interest for money obligations and for the regulation of financial fiscal measures in the banking field; GO no. 51/1997 regarding leasing operations; and, also GO no. 99/2006 on credit institutions, which have been all rejected by the Constitutional Court, but have been subsequently launched as a new legislative project.

The law firm successfully provided assistance and worked together with the firm’s restructuring team in a liquidator mandate relating to the voluntary dissolution and liquidation of Fata Asigurari, a local insurance company. The assistance included, among other things, the preparation of the applicable corporate documents necessary for the initiation and implementation of the liquidation process, input on the legal aspects of the liquidation plan, assistance in relation with the regulatory authority, assistance in the litigation files pending liquidation etc. It was a pilot project that created the need to improve the specific legislation and procedures applied by the regulatory authority in respect of voluntary dissolution and liquidation in the insurance field.

The law firm advises all major financial companies held by Porche Financing Group, on their day-today activities as well as transactional work, covering banking and leasing sector, as well as the insurance and the broker activity. During 2018, the law firm advised on various legal and compliance issues ensuring the client is in the best position from compliance and business aspects, including: relationship with suppliers, public procurement aspects, insolvency aspects, implementation of electronic signature considering both the Romanian and European legal framework, review of several commercial and leasing agreements from various aspects and product structuring and consumer protection issues. The firm has also assisted the client with the assessment of the impact of the draft Romanian law implementing the Insurance Distribution Directive (EU) 2016/97 on the Insurance activity of the group.

Specialist lawyers: Laura Toncescu, Sebastian Olteanu, Cristina Rosu, Florentin Giurgea, Alexandru Moise, Nicoleta Mihai, Gunay Duagi.

Which Lawyer in Romania

TUCA ZBARCEA & ASOCIATII

Assisting Banca Comerciala Romana SA as mandated lead arranger and a club of three other banks, BRD Groupe Societe Generale, Raiffeisen Bank and Banca Transilvania, in relation to the €66 million credit facilities, as well as in relation to the extension of existing facilities up to €90 million.

Advising The International Finance Corporation, APS Holding SE, Apollo LP on the acquisition of a NPL portfolio with a face value of €180 million located in Bosnia and Herzegovina.

Advising Banca Comerciala Romana SA on the reviewing and updating the retail standard documentation.

Romanian legal assistance to Astaldi SpA in relation to the issuance of the notes denominated “Euro 75.000.000.00 Super-senior Secured PIYC Floating Rate Notes due 12 February 2022”.

Assistance to Sanofi in respect of the capital market elements of the sale of local GX business of Sanofi/ Zentiva to Advent International further to a cross-border deal amounting to €1.9 billion.

Assisting the Bucharest Stock Exchange in the process of incorporating the first Romanian Central Counterparty.

Specialist lawyers: Mihai Dudoiu, Gabriela Anton, Silvana Ivan.

VOICU & FILIPESCU SCA

Assistance to an important financial group active in Central and Eastern Europe in connection to the M&A deal contemplating the acquisition of the Romanian operations of a Bank Member of National Bank of Greece Group, includes acquisition of equity and sub-debt participation in such Bank, refinancing all intra-group loans by the purchaser group, rendered services include obtaining acquisition clearance from the National Bank of Romania, as well as on other conditions for closing.

Assistance to a Bulgarian nonbanking financial institution in the acquisition of a majority stake in Flex Financial IFN SA, operating in Romania under commercial name Flex Credit. The legal services included the legal and tax due diligence of the target, drafting and negotiation of the transaction documents, as well

as post-closing actions.

Assistance to an important US bank acting as Issuer, Swing Loan Lender, Lender and as Agent in respect to establishment and registration of the Romanian securities package, pledge over shares held in the Avangate Romanian subsidiary, mortgage over movable assets, amongst others: goodwill, bank accounts and account monies, receivables, intellectual property rights, movable assets, as well as amendments thereto in the context of the Amended and Restated Credit Agreement extending certain credit facilities to the Borrower, Avangate Corporation NV - former E-BCA Cooperatief UA, the Netherlands), Avangate INC. and 2CO Acquisition INC., as Delaware corporations, 2checkout.com INC., an Ohio corporation, in aggregate amount not exceeding $38 million.

Assisted the world’s leading B2B2C specialist for the global automotive business in restructuring its Romanian subsidiary by transformation in a branch through a cross-border merger. Assistance to this client also included aspects of data protection law and practice and a complex case for ensuring compliance with the Romanian legislation of the client’s employment documentation.

Assistance to a Hungarian Bank, acting as lender, facility agent and security agent, in the project by which a syndicate coordinated and arranged by an Austrian Bank re-financed the existing loan facility of $137 million to the most important Romanian aluminium producer, with a 30 million top-up as a non-funded facility for issuance of surety bonds.

Specialist lawyers: Dumitru Rusu, Alex Tabacu, Marta Popa.

WOLF THEISS

Advising Banca Comerciala Romana in connection with a €50 million long term facility, granted to a Romanian special vehicle company ultimately held by MAS Real Estate for the purposes of financing and refinancing the acquisition costs of Militari Shopping Center, a 51,400 square metres retail park located in Bucharest, Romania, 303 Iuliu Maniu Blvd. The transaction is one of the largest in the sector marking the exit of Atrium European Real Estate Limited from Romania. The law firm advised on the financing documentation as well as on the due diligence matters 63

Banking

regarding the title over the property.

Completion date: December 2018.

Advising Revetas and Cerberus in relation to the financing granted

by Deutsche Pfandbriefbank AG for the acquisition of the Landmark, a 23,500 GLA premium office complex composed of 3 office buildings located in Bucharest’s Central Business District.

The law firm’s banking team worked to advise the client on all the finance documents, the security package and the related formalities, in order to allow closing to happen within a certain time frame. Completion date: October 2018.

Advising EIB in relation to the €150 million operation intended to support the investments that the National Gas Transmission Company, Transgaz SA, undertook in connection with the construction of a new natural gas transmission pipeline from the Black Sea shore to the interconnection point with the National Transmission System at Podisor. The law firm advised from a Romanian law perspective on the finance documents and the applicable Romanian law and regulations in the oil&gas sector. Completion date: January 2019.

Advising Banca Comerciala Romana in relation to two facilities amounting to approximately €40 million granted to Hotel Apex Alliance Group for the purposes of financing a four star Hilton hotel located near the airport in Otopeni, close to Bucharest as well as the development of an autograph Marriott hotel in the old city center of Bucharest. The law firm advised on the financing structure and well as on the legal due diligence matters in relation to the two projects.

Completion date: May 2019.

Advising Raif feisen Bank International AG in relation to its factoring activities performed in Romania while providing general banking and regulator y law advisory, in particular in respect to the receivables purchase transaction to be entered into by a Romanian entity as party to the master factoring agreement. The law firm advised on the Romanian law aspects related to the transaction structure as well as the security required thereunder and the relevant perfection steps. As part of the mandate the team analyzed the cross-border implications and impact on the Romanian obligor.

Specialist lawyer: Claudia Chiper 

ENER

ENER Which Lawyer in Romania

Energy

SUSTAINABLE DEVELOPMENT OF THE ENERGY SECTOR ENDANGERED

BY LEGISLATIVE CHANGES

ERGY

ERGY The Central and Eastern European energy security has gained importance, considering in particular the region’s dependence on imported Russian natural gas. Romania’s strategic location at the crossing point between eastwest and north-south energy transit routes, means the country will face considerable challenges that call for massive investments and technological upgrading as well as a consistent policy and clear legislation. ďƒ¨

Which Lawyer in Romania

Energy

 With a well-balanced mix of primary energy resources, Romania still has a significant, though declining, domestic production of renewables, nuclear, hydro, gas and coal and a promising new hydrocarbon discoveries in offshore deposits on the Black Sea. Yet these temporary advantages should not obscure the challenges and vulnerabilities that will inevitably arise in the future.

State-owned companies still dominate Romania’s energy sector and the government continues to have a significant influence over the sector,, being the majority stakeholder in Romgaz, Transgaz, Transelectrica, Nuclearelectrica and in the coal sector, controlling most of Romania’s energy generation companies, an important part of the energy distribution and supply sector and both national transmission operators.

Lawyering activity in the energy sector whitnessed a plunge specially ather the legislation change affecting the renewable sector. Although the amount of work in this sector has significantly dropped a constant flow of work in energy, energy efficiency, oil and gas, ensure enough legal work.

In the context of important regulatory challenges lawyers focused either on advice related to draft regulations and impact of announced regulatory changes, as well as regulatory matters impacting on day to day activities and structuring of various projects, as well as the interaction with regulatory authorities.

“The result of the legislative instability and the implementation of changes having a significant impact on the energy market (in particular the gas production), without analyses, impact studies and consultations with stakeholders, placed Romania in the unhappy situation proven by the fact that most big projects (in particular those in the Black Sea) reached a quasi-deadlock,” says Gabriel Biris, Managing Partner Biris Goran.

We have recently conducted an analysis for the Oil and Gas Employers Federation (FPPG) on taxes specific to the upstream sector (gas production), the conclusion being that, as regards the amount of the taxes specific to the onshore, and in particular offshore upstream sector, the amount of the taxes is the highest in the EU, and admitting that we would obtain such income for offshore, the tax amount would be almost triple than the average.

Practically, the government share following the implementation of the oil law and the offshore law would amount to 90% of the profit, which is far too much for taking the decision to carry on the investments and to start the exploitation.

The recently announced changes create more balance, but we still have two major problems: (1) the serious decrease in investors’ confidence in the stability of the legislation and (2) a still very high level (approximately 60%) of the government share, which we deem to be high given the substantial risk for offshore investors.

Black Sea The future of the investment in the Black Sea oil and gas sector is quite grey as the current legislative framework does not offer the necessary premises for supporting such investments. – Raluca Gabor, NNDKP

It is obvious that there are areas with a huge potential of development, in particular in the electricity production sector, where we note that the lack of investments in the last years shifted Romania from the position of exporter to that of clear importer of electricity” added Biris.

Gabriela Cacerea, Partner and cohead of Energy and Natural Resources practice at NNDKP mentioned that recent regulatory changes, most importantly the Government Emergency Ordinance No. 114/2018 (“GEO 114/2018”) and the secondary legislation issued for the implementation thereof, seem to have negatively impacted the attractiveness of the Romanian energy sector. “Moreover,” says Cacerea, ”we should keep in mind that these have not been the only regulatory changes with major impact in the recent years, as immediately before GEO 114/2018, there have been material

changes in the determination of regulated tariffs in the energy sector in the context of passing to a new regulatory period under the tariffs methodologies.

Even though the measures implemented

by GEO 114/2018 could have been beneficial to certain parts of the energy sector (like the heat producers), to our knowledge no new investments have been announced as a result thereof.

Phrases like “lack of a predictable and stable regulatory environment”, “lack of clarity of regulations” or “lack of a constructive dialogue between the authorities and the market players” have been used a lot and the risk is that authorities and market players become so used to hearing them that they no longer apprehend the value of such principles. But, the fact is that constant failure to meet such requirements and I would say the lack of a meaningful dialogue determined many players to consider exiting the market or not to explore investing in Romania.

It remains to be seen if the recent announcements about the repeal of the above legislation will encourage the investors to re-consider Romanian market.

Although this is far from being a sign of a “stable and predictable regulatory framework”, on the contrary.

Nevertheless, alongside declared intentions of major players to exit or limit their investments in Romania, there are still signs of investors who seek to get a footprint in the Romanian energy market, not only in oil and gas exploration and production, but also in the distribution, supply and trading of electricity and gas.”

“It is certainly a very challenging legal and regulatory environment, which is normal for a country where the energy market just recently became fully liberalized and is struggling to integrate in the European energy market, to create interconnections to the regional networks and hubs and to compete with much more experienced

“Recent regulatory changes, most importantly the Government Emergency Ordinance No. 114/2018 (“GEO 114/2018”) and the secondary legislation issued for the implementation thereof, seem to have negatively impacted the attractiveness of the Romanian energy sector.”

Gabriela Cacerea, NNDKP

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clean energy since 1909

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Which Lawyer in Romania

Energy

“The result of the legislative instability and the implementation of changes having a significant impact on the energy market (in particular the gas production).”

Gabriel Biris, Biris Goran energy stock e x c h a n g e s ,” says Irina Petre, Partner, Stratulat Albulescu.

“Also, international energy markets have undergone a complex transition that involves technological, climate, geopolitical, and economic factors.

Each of these factors exerts a direct influence on European and national energy markets. Romania must adapt to the confluence of these factors and the resulting uncertainty that they create adds to the country specific issues. Similarly, geopolitical developments influence even well-established strategic partnerships in ways that have a significant impact on energy security, investments, commerce, and technology. In addition, Romania must find urgent solutions for its communist inheritance consisting among others in obsolete infrastructure and state-owned generation overcapacity with nuclear, coal and lignite fired power stations in desperate need of rehabilitation or replacement, most of such assets having an expired life duration and being under pressure from environmental costs and greenhouse gas emissions. In view of these challenges, the Regulator tries to keep in line with European Regulations and commitments towards liberalization and complete market opening without forgetting of the unavoidable impact of higher prices on end customers (mainly on residential and vulnerable customers as well as energy sensitive industries).

Even if the supply and trading markets are very liquid and competitive, the markets of dispatchable electricity production as well as balancing and system services are highly concentrated; the status of the network, the inefficient state owned power generators combined with the need to insure security of supply and reasonable living standards have an impact on the whole energy market, its security, liquidity and competitiveness. As such, constant regulatory

changes are unavoidable.

However, Romania still maintains important advantages in the region that continue to make it an attractive investment market: (i) besides its strategic geo-political location it has an energy security risk much lower than the OECD average and significantly lower than its neighbors, (ii) it holds significant reserves of lignite, coal and other natural resources, onshore and off- shore gas and oil reserves with a tradition of over 150 years in the exploitation of crude oil and natural gas, a significant renewables potential (hydro, wind, solar, biomass, geothermal) and a reasonably inexpensive and extremely qualified working force, (iii) a rising internal energy consumption correlated with the increasing GDP rate, (iv) a functional dayahead electricity market coupled with Hungary’s, Slovakia’s and the Czech Republic’s similar electricity markets; (v) Romania is a net exporter of electricity; (vi) bi-directional flow interconnectors have been recently commissioned and new ones are under development and the Black Sea LNG and LPG terminals will provide alternative sources of gas for Romania; (vii) the regulatory changes having as effect the decrease of the regulated rate of return on tariffs for DSOs and increased efficiency requirements linked to the reduction of network losses are meant to lead to increased network investments, even if at a lower (but steady) rate of return; (viii) Romania’s strategic importance is recognised and supported by the EU. This may also be the reason why, via the Via Connecting Europe Facility, Romania has already benefited from significant European funding for two major projects: first, a 179 million euro grant for the

first phase of BRUA, the construction of a pipeline of 528 km which involves Bulgaria, Romania, Hungary and Austria (BRUA), an essential component for the energy security of Southeast and Central Europe. The pipeline provides access to the Caspian Sea gas (and in the future, Black Sea gas) by Europe. Secondly, a financing agreement of EUR 19 million was signed in November 2017 between INEA (The Innovation and Networks Executive Agency) and the NEXT-E Group, which includes oil and gas companies and vehicle manufacturers. The purpose of this funding is to establish a network of charging stations for electric cars across the TEN-T. And yes, due to the above, investors continue to be interested in the energy sector, despite the constantly changing legal environment. As opposed to the El Dorado days of privatisation, currently a different type of investors became noticeable on the market- sophisticated investment funds, innovative energy producers introducing to the market patented technologies meant to produce electricity at lower costs than other technologies, respectively mature, experienced strategic investors, all willing to assume the risk of not getting high returns in the short run provided that there is a constant and predictable legal environment, which the Regulator and the political factors seem to be willing to assume,” adds Irina Petre.

“The past nine months unfortunately proved the accuracy of the predictions made early this year on the negative effects of GEO 114/2018 capping the price of gas and introducing the 2% turnover contribution,” says Cleopatra Leahu, Partner, Suciu Popa si Asociatii says.

“GEO 114 was coupled with additional regulatory changes and measures, which were less discussed by the media but nonetheless affected the market players, such as the increase in the tariffs payable to the regulatory authorities or the qualification of the centralized market trading (CMT) obligation based on which only trading of standard products is taken

“It is certainly a very challenging legal and regulatory environment, which is normal for a country where the energy market just recently became fully liberalized and is struggling to integrate in the European energy market.”

Irina Petre, Stratulat Albulescu

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Which Lawyer in Romania

Clean Energy

into account for the purpose of meeting the CMT obligation.

These measures have disrupted the functioning of the market and caused the reduction of the upstream investments, while also leading to the increase of the unregulated price to the detriment of the vulnerable consumers.”

The energy sector shall remain an attractive sector for investors believes Adina Aurel, Senior Associate, Wolf Theiss.

“Romania needs such investment for the development of the energy infrastructure, including for innovative solutions and technologies. The adoption of the Clean Energy for all Europeans package is an important step for energy transition and decarbonization of the Romanian energy system. The path to decarbonization means a true technological revolution for our energy system.

Various sectors including gas, electricity and energy storage infrastructure will likely be of great interest for investors in the near future, taking into consideration the new technologies which are available or are under development (e.g. compact and powerful converters, flexible shortand long-term storage facilities and chemical storage solutions). For example, in respect of chemical storage, ammonia synthesis represents an energy source that is easy to store and environmentally friendly, involving a new generation of electrolysis installation with a membrane made of synthetic material.

Long term storage of the fairly significant amount of renewable energy already produced in Romania is an important problem to tackle. Hence, Romania could be an interesting location for investments in such battery and chemical storage solutions. For example, a lithium ion battery storage system could provide operating reserves for stabilization of the transmission grid during periods of fluctuating renewable energy production.

Moreover, the use of the clean resources such as hydrogen, biomethane and synthetic methane within the

The adoption of the Clean Energy for all Europeans package is an important step for energy transition and decarbonization of the Romanian energy system. – Adina Aurel, Wolf Theiss

decarbonization of the energy system should be a trigger to stimulate the investments in Romania.”

“As regards the electricity market,” argues Iulian Popescu, Deput y Managing Partner, Musat & Asociatii, “the impossibility to store energy and the need for permanent balancing require the dependence on variable transport corridors, poorly developed so far and in the absence of which the international exposure of the market has been and shall remain limited. Hence, although no important electricity exchanges were distinguished in the past years, the future tends to increasingly depend on the connections with neighbouring countries for such transfers (in particular, imports) of electricity.

At the same time, considering the reduction in the production capacities and an increasing consumption, a deficit between production and consumption is expected to be created and amplified on the market and to result in the increase of the average prices of electricity in the next 5 years. A reduction of capacities is largely predictable due to the exhaustion of the useful life of the power plants that use coal and natural gas but also to the high operating costs (including those related to the carbon emissions), and a recovery of the production is uncertain until the two new units planned with Cernavodă nuclear power plant are commissioned.

This landscape is added the legislative instability, strongly highlighted throughout this year by the emergence and subsequent amendment of the famous GEO 114. This led to the increase in imbalances and, at the same time, to several players in

“The past nine months unfortunately proved the accuracy of the predictions made early this year on the negative effects of GEO 114/2018.”

Cleopatra Leahu, Suciu Popa si Asociatii

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Energy

the field reassessing their position with regard to future investments and even their presence on the Romanian market.

The Romanian part of the Black Sea is a promising, yet very challenging, area in terms of its potential energy resources in oil and gas.

The sucess of the Black Sea’s offshore energy resources exploitation requires significant investments. Such investments require a stable regulatory and fiscal environment over the entire lifetime of the investment. The lack of regulatory stability could jeopardizes investment decisions.

How lawyers see the development of investments in the Black Sea oil and gas sector?

“The extraction of oil and natural gas from the Black Sea has a phenomenal potential and must be a major objective to the energy strategy. The success of investments in this sector can actually reposition Romania on the strategic map of the area and will also feed the replacement of the polluting electricity production based on coal and lignite, thus significantly contributing to the reduction of the carbon emissions per unit of energy,” says Iulian Popescu, Deputy Managing Partner, Musat & Asociatii.

However, we must take into account the fact that the offshore projects have a special risk profile, being affected by the lack of specific offshore infrastructure and involving high operating costs due to geological and technical uncertainties.

The lifespan of the projects is longer than in other extractive areas and consequently it is necessary to ensure and reconfirm the legislative and tax stability.

Recently, we have witnessed domestic debates in relation to the offshore legislation, a framework necessary to ensure adequate conditions for exploitation investments. Both the Romanian state, as well as the interested investors understood that for the exploitation of natural gas findings, as well as for the continuation of the prospection / exploration operations in respect of new hydrocarbon resources, especially in the deep-sea area, huge investments and an attractive and predictable investment-related and legal environment are needed.

Despite some legislative gaps and a slow and often fluctuating pace in the policy encouraging the investments, the interest and dynamics of the clients we represent, but also of other actors focused in this area, have increased lately.

Which Lawyer in Romania

Energy

“The impossibility to store energy and the need for permanent balancing require the dependence on variable transport corridors, poorly developed so far and in the absence of which the international exposure of the market has been and shall remain limited.”

Iulian Popescu, Musat & Asociatii This trend is and will be materially influenced by the new offshore bill under debate and aimed at improving the charging system and allowing the direct sale of gas, thus trying to adapt the legislation to the specificity of the Black Sea projects.

In this context, the signals received indicate that the magnitude of the investments will only increase as long as the new legislative framework manages to provide attractiveness and especially stability of the tax and royalty regime, so as to economically counterbalance investors’ impediments related to the specific risks of the offshore investments, the significant costs of the investments and the lengthy period of the projects.

Raluca Gabor, Senior Associate, Energy and Natural Resources practice, NNDKP believes at this point the future of the investment in the Black Sea oil and gas sector is quite grey, as most of the holders of concession agreements believe that the current legislative framework does not offer the necessary premises for supporting such investments.

“Even though the long debated Offshore Law was passed in November last year, the process in itself and the final form in which it has been adopted did not give the investors the comfort they needed in order to continue supporting their investments.

As an example of what we noted above, investors trust and plans were negatively affected by measures like the extension of the centralized market obligation for an indefinite period of time and the increase of the percentage quota together with the increase of the fines, as well as the new revenue tax to be paid to the Romanian Energy Regulatory Authority and the obligation to make gas available for Romanian market at a regulated price as set under GEO 114/2018.

However, we need to be optimist and believe that Romania will continue to represent an attractive jurisdiction for oil & gas projects considering its resources yet to be explored,” says Gabor.

“The domestic production exceeds at the moment 95% of the internal gas consumption. However, cheaper imported

gas paralysed the domestic operators’ activity over the last couple of years,” pointed out Irina Petre, Partner, Stratulat Albulescu. “As such the main challenge for gas producers in Romania will be to remain competitive in relation to the imported sources of gas.

On tariffs for DSOs short and medium term, Romanian has to assume as strategic priority the investment in the increased recovery of existing reservoirs and in the long run the development of deep on and off shore reservoirs that require complex drilling technology. To boost such investments the regulatory framework has to stay stable and predictable.

Specialist expect the on-shore production to diminish gradually and as such the development of recent Back Sea finds is essential to reduce the dependence on imported gas in the future.

Romania’s Energy Strategy until 2030 foresees that the energy mix shall always include gas from the off-shore reservoirs; however, the production start date from these reservoirs is highly uncertain, depending among others on the international oil/gas prices. The maximum of the production is expected to happen around 2030 at the latest. The diversification of gas sources is therefore a must; although Romania is covering its internal gas demand from domestic production, the on shore reservoirs are depleting and even if gas would be available from alternative sotrces/routes than the current ones, the development of the Black Sea reservoirs will be essential in order for Romania to maintain its energetically autonomous status and to continue to count on natural gas in the energy mix.”

Adina Aurel, Senior Associate, Wolf Theiss agrees that Black Sea gas and oil resources are a big business opportunity for Romania. “Investments in the Black Sea oil and gas sector will generate revenues for the Romanian budget and will create new jobs.

Romania’s Black Sea gas has the potential to diversify gas supplies and bring the Romanian government revenues of $26 billion by 2040, according to some figures provided by specialised

70

consultants.

For the moment, all the projects within the Black Sea’s area are on hold because of the business environment unpredictability.

The Romanian government must balance the needs of the country’s energy consumers who need affordable energy with those of the investors who are seeking the best returns on their investments in the energy sector. Consultation with the business environment, predictability and legislative and fiscal stability are the foundation for stimulating investments in the Black Sea area.”

Cleopatra Leahu, Partner, Suciu Popa si Asociatii adds: “development of investments in the Black Sea oil and gas sector have been also affected by GEO 114 and by the fiscal provisions in the Offshore Law no. 256/2018. Although these projects would not pay the new taxes until production starts, the measures have already adversely impacted such projects, as the debt financing was severely hit by the assumption that these negative legislative acts all apply. As a result, any decisions to move forward were either postponed or accompanied by cautionary statements.

Faced with the market and the European Commission’s pressure, the Government is now attempting to reverse the effects of these enactments.

The appetite to expand investment opportunities in Romania has been affected not only by the nature of these measures, but also by the investor hostile nature of their passing.

At least for the oil & gas sector, the true test that will reveal if the investors still have an appetite for Romania is in 2020, when the number and profile of the bidders for the 22 onshore and 6 offshore blocks offered by the National Agency for Mineral Resources as part of the 11th Bidding Round will be disclosed.”



Which Lawyer in Romania

Energy

WHICH AREAS OF ENERGY HAVE THE MOST POTENTIAL FOR DEVELOPMENT? WHICH AREAS DO STILL GENERATE WORK FOR YOUR FIRM?

Iulian Popescu, Deputy Managing Partner, Musat & Asociatii Currently, international utilit y companies, including CEZ, E.ON and Engie are analysing the desirability of their presence in Romania and the mass media is covering a possible withdrawal of the largest private energy investor in Romania – ENEL. On the other hand, the exit of some players (considering the increase in demand and price) can make room to other investors, be they international, regional or even locals.

This sector is currently quite appealing, also driven by the presence of some strong State-owned companies, and the investors’ interest is growing.

Musat & Asociatii Energy Law team is permanently connected to these trends, being involved, together with our clients, in most of the important flows in the energy market. Thus, we believe that the market will witness some major changes in the field, anticipating the emergence of some key investments in Romania and adjacent regions, both in the EU and overseas areas, in terms of nuclear and green generation capacities.

Cleopatra Leahu, Partner, Suciu Popa si Asociatii From its set up in 2016, Suciu Popa has built up a strong market presence, our firm being particularly active in the energy and oil and gas sector (both onshore and offshore). We anticipate that the sector will continue to bring in work for the firm across all practice areas, not only on regulatory and M&A mandates, but also on corporate financing, debt restructuring and dispute resolution mandates.

Adina Aurel, Senior Associate, Wolf Theiss Nuclear energy and renewable energy are expected to have the most potential for development.

Consolidation of the electricity production at Cernavoda Nuclear power plant, respectively the extension of the life cycle of Unit 1 reactor and the continuing of the project for the construction of Units 3 and 4 are expected to be finished within the period 2019-2020.

Investments in installations combining electricity with renewable energy gases such as hydrogen and biomethane are necessary in Romania in order to achieve targets for the reductions of greenhouse gases.

Investments in the natural gas infrastructure and supply to consolidate Romania’s role as an important player in the region are also of great interest, taking into consideration what role gas infrastructure might play in the decarbonisation of the European energy system.

The national energy sector should be adapted to these extensive changes, whether they are technological (e.g. digitisation and new technologies for the whole energy sector value chain) or trends in international energy policy (e.g. role of biomass in household heating, high-efficiency cogeneration, and increase in energy efficiency in buildings).

Therefore, the legal advice related to the digitalisation and decarbonisation process of the Romanian energy system, new renewable energy technologies, gas infrastructure used for renewable energy sources, new interconnection projects in a regional geopolitical context, and corresponding changes in the legislative and regulatory framework will be challenges likely facing Romanian lawyers in the coming period.

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Which Lawyer in Romania

Gabriela Cacerea, Partner and co-head of Energy and Natural Resources practice NNDKP In our view there are two areas which have the most potential for development in the near future, namely the expansion of the natural gas transmission and distribution system and the energy efficiency projects.

Expansion of the gas infrastructure is an important aspect of concern for both Romania and the European Union, the increase of energy safety and the fight of energy poverty being one of the Union’s main concerns. While the legislative framework for building new transmission capacities was adopted a few years ago and the Romanian gas transmission and system operator Transgaz S.A. already started the expansion works, this year we have an interest from Romanian state to adjust also the legislative framework for distribution. Such legislative amendments refer to the public procurement legislation, provisions from the Gas Law regarding the rules for awarding new concessions and for granting access to the distribution network.

Another field of interest is energy efficiency given the National Action Plan for Energy Efficiency and the national target imposed by the European Union legislation for energy savings. Efforts in this sense started being made in the last 3-4 years and we hope that this area will develop even more.

In what concerns the projects in which we have been involved, in correlation with the changes that we discussed as regards the market, our work has been focused on the assessment of regulatory framework and its alignment with Romanian and EU principles, analyzing aspects related to implementation of such measures at the level of secondary regulations, as well as contestations raised for breach by new regulations of Romanian and EU principles where complex teams of energy and litigation specialized lawyers are organized.

Another relevant area of work is generated by M&A projects in various areas of the energy sector where our M&A team benefits of experienced lawyers specialised in both energy and M&A.

Irina Petre, Partner, Stratulat Albulescu (1) The Strategic Investment Priority Is The Need For The Renewal Of The Nation’s Electricity Production Capital As Most Of It Is More Than 30 Years Old. The Majority Of Existing Production Facilities Have Reached Their Average Life Span, And Most Of Them Are Inefficient Or Ecologically Inadequate. Addressing These Issues Will Require Investments Of Up To 7-14 Billion Eur Until 2030. Although Gas-Powered Power Plants Will Be The Priority, Coal-Based Power Plants Also Play A Role To Ensure The Stability Of The National Energy System, But They Will Have To Be Replaced After 2025. The New Lignite Facilities Will Need To Have High Efficiency And Reduced Gge. (2) Hydro-Electricity Is Essential To Balance The System.

Therefore, Modernizing And Maintaining The Current HydroPower Units, Together With Small Pumping Units, Will Be Required Until 2030, At Which Time Investment In A Big Reverse Pumping Station Will Become The Dominant Priority.

(3) Nuclear Energy Is A Strategic Option For Romania. Units 3 And 4 At Cernavoda Represent By Far The Biggest Potential Energy Project In The Coming Years. It Will Reduce The Needed Capacity In The Region By Providing 3000 Mw. The Romanian Government Plans To Grant State Aid For This Project (Similar To The One Approved By The Ec For Great Britain). This Project Also Requires Strengthening The Transportation Network.

(4) Transelectrica, The National Transmission And Balancing Company, Aims To Attract Investments For The Development Of The Network In The Northeast Of The Country And For Increasing The Cross-Border Interconnection Capacity. Given Developments In The Res Market, The Balancing Market Becomes Essential. The Most Active Producers Most Likely To Respond To Balancing Requests Are Hydroelectrical Units And Gas-Fired Units. The Balancing Of A Regional Market Requires Sufficient Interconnection Capacity.

(5) It Is Intended For Romania To Become A Regional Hub For Production Of Spare Parts For Electric Cars And Res Technologies. Planners Envisage That Romania Will Produce Batteries, Heat Pumps, Materials For Energy-Efficient Buildings, Technologies For Managing Intelligent Networks And The Energy Consumption On The Assumption That Romania Will Become The Main Regional User Of These Technologies.

This Involves The Development Of Intelligent Distribution And Transportation Networks To Allow Control In Real Time And Two-Way Communication Between Producers And Consumers To Optimize Energy Production And Consumption.

(6) The Romanian Government Is Supporting The Development Of Charging Infrastructure The Electro-Mobility And Energy Efficiency Markets. Romania Is Well Positioned To Produce Electric Vehicles, Charging Units, Batteries, And Components.

The Areas That Provide Most Work Are Contractual Trading Of Electricity And Gas, Regulatory Issues (Both Gas And Electricity, In Particular With Regard To Network Codes) And Interconnection Issues. We Also Act For Power And Gas Generators (Also Mostly In Respect Of Regulatory And Contracting Issues). In Addition, Work Is Generated By Gpl Terminals And Res Generation Units.

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Energy

Which Lawyer in Romania

Energy

Most representative projects CLIFFORD CHANCE BADEA

Advising a large energy company in relation to an ongoing investigation run by the Romanian Competition Council for an alleged abuse of dominant position.

Specialist lawyers: Nadia Badea, Simona Neagu, Diana Crangasu.

D&B DAVID SI BAIAS

The law firm provides constant support and advice to OMV Petrom on regulatory matters with impact on client’s current activity and projects in Romania.

Assisting ENI during the court proceedings initiated by the client for the annulment of the Competition Council’s decision imposing a fine of approximately €2.6 million.

The firm provided legal assistance with the drafting of all documentation necessary for the purpose of selecting the intermediary, financial institution/ consortium of financial institutions, in charge with trading Electrica stocks on the stock exchange market. Legal assistance during the meetings of Electrica board of directors, the Ministry of Economy/Department of Energy and the Energy Privatisation Department. Legal assistance during the evaluation process of the tenders submitted following the awarding notice for selecting a broker to trade Electrica on the stock exchange market. Legal assistance with drafting various opinions on the tendering process.

Specialist lawyers: Sorin David, Anda Rojanschi, Ovidiu Bold, Dan Dascalu, Ana-Maria Iordache, Ioana Cercel, Adina Oprea, Lucian Bozian.

DENTONS EUROPE - ZIZZICARADJA SI ASOCIATII SPARL

Advising Monsson Operations on the sale of 51% stake of its shares to PLC SpA Italy. Through this strategic move, our client will strengthen its position on the international market.

Assisting Hidroelectrica in the negotiations with a consortium of constructors for the development of a hydropower plant in Hunedoara county.

Assisting a multinational electric utility company in connection with the potential acquisition of a majority stake in a developer and operator of wind

turbines and PV projects in Denmark, Germany, Poland and Romania.

Firm’s offices from Budapest, Munich, Warsaw and Bucharest are advising on the project together with their Danish counsel.

Advising World Fuel Services in multiple jurisdictions with respect to regulatory advice regarding fuel supply of NATO facilities in Romania.

Assisting Enel Energie Muntenia, part of Enel group, in the design of a business model and contracts required for energy efficiency companies.

Specialist lawyer: Claudiu Munteanu-Jipescu.

KINSTELLAR

Advised MET Group, an innovative group of companies focused on multicommodity wholesale and trading, on its acquisition of RWE in Romania, including detailed legal due diligence of the target’s business in both electricity and gas sector, as well as negotiations, regulatory filings and competition clearance, closing related matters etc. This was the largest energy sector transaction in Romania in 2018.

Advised China Three Gorges on its bid for EDP operations, as regards the target’s Romanian operations, including as regards notification of/approval by the relevant authorities of the potential transaction and related notification/ approval requirements and procedures.

This was one of the biggest deals in the Energy sector in Romania and Europe.

The law firm is advising a leading energy company on its proposed project for offshore gas in the Black Sea, including several practice areas such as energy regulatory, environment, public procurement in the energy sector, corporate etc.

Specialist lawyer: Iustinian Captariu.

MUSAT & ASOCIATII

Advising Solar Turbines Europe SA, a Caterpillar company and manufacturer of industrial machinery, in relation to contract negotiations and implementation of the Moldova Project: The development of a natural gas pipeline between Romania and Moldova. Specifically, the law firm has assisted the client on matters relating to the 120km-long second phase of the Iasi-Ungheni-Chisinau pipeline which

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will connect the Moldovan capital Chisinau with Ungheni on the Romanian border and provide most of Moldova - and most importantly Chisinau - with access to Romanian gas. Moreover, the law firm has acted as local legal advisor to the client in connection with its Romanian market activities, including on the client’s relationship with the Romanian National Gas Transmission Company Transgaz SA Medias.

Advising Formin SA, a Romanian company with 60 years’ experience in prospecting, geology and drilling services. It is one of the most important providers of advanced and valueadded services in Romania and one of its main activities is the discovery of new mineral resources in Romania.

The law firm is assisting Formin SA with the implementation of a mining project involving prospecting for and exploitation of therapeutic sapropelic mud, which contains minerals extremely beneficial for the skin and body and has thermal properties that improve mineral absorption. The assistance covers regulatory compliance and matters relating to mining licensing, as well as identification of concession and partnership structures with the Municipality of Techirghiol and the local balneal and recovery sanatorium functioning under the Ministry of Health.

Assisting and representing BN Solar Park SRL and Ges-Green Energy Specialists SRL, two Romanian producers of renewable energy accredited by ANRE to benefit from the green certificates support scheme, in relation to two cases triggered by the unilateral termination of the clients’ longterm green certificates sale-purchase agreements by leading electricity and natural gas trader Renovatio Trading.

The team was particularly suited to this mandate due to the multifaceted regulatory issues being invoked by the parties following substantial changes to the renewable support scheme after the conclusion of the contracts.

A s sist in g En gie En e rg y Management, a company within the French multinational electric utility company Engie Group, on matters relating to compliance requirements for the sale and acquisition of gas on the bilateral market, specifically in light of transparency requirements enacted by the Romanian state and applicable to

Which Lawyer in Romania

Energy

parties dealing in gas and energy. The law firm is advising the client with some complex and difficult compliance and regulatory issues related to natural gas trading, export and import requirements, including the preparation of the requested documentation, notifying the Romanian competent authorities and, in general, assisting the client in all matters related to the natural resources regulatory body.

Assisting Wellbore Integrity Solutions in connection with a massive cross-border world-wide, over 25 jurisdictions, transaction involving Wellbore Integrity Solutions LLC, Rhone Capital, and Schlumberger, evaluated at over $400 million, as a result of which the client expects to operate the combined businesses as a global, customer-focused provider of drilling tubulars services, tubing work strings, rentals and accessories, and fishing and remedial services for drilling, intervention and abandonment activities for the oilfield services industry.

Specialist lawyers: Iulian Popescu, Razvan Stoicescu, Andrei Ormenean, Ana Maria Abrudan, Adrian Danciu, Pompilia Grigoras, Ioana Lazar.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to a world leading oil&gas company in the process of obtaining a gas supply license from the National Regulatory Authority for Energy, formality that needs to be followed in order to enter into the Romanian gas supply market.

Continuing integrated assistance with respect to the development of the first Romanian deep offshore gas exploitation project.

Assistance to an hydroelectricity producer in relation to a green energy project, specifically a hydro power plant, in matters related to the trading of green certificates, support scheme set by the Romanian State to support the generation of electricity from renewable energy sources, and implications of recent legislative amendments setting additional restrictions applicable to trading of green certificates and a centralised green certificate trading platform.

Assistance to the Romanian subsidiary of a multinational energy group on regulatory aspects in relation to the development of a brownfield project consisting of a high efficiency

co-generation unit.

Assistance to a leading oil&gas company in the initial stage of a litigation involving all the Romanian gas producers for the recovery of the damages caused to a local gas company through an alleged breach of the producers’ obligation to make available to the suppliers the quantities of gas that are necessary for covering the consumption of the regulated market, household consumers and heat producers.

Assistance to titleholders of offshore petroleum agreements in the public consultation process carried out in relation to the enactment of primary and secondary legislation regarding natural gas projects such as first Romanian Offshore Law, amendments to the Energy and Gas Law, etc. Assistance included drafting of comments and proposals on behalf of the titleholders of offshore petroleum agreements and assistance in meeting with public authorities.

Specialist lawyers: Gabriela Cacerea, Ruxandra Bologa, Adina Chilim-Dumitriu.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Several subsidiaries of Enel on the annulment of the Order no.

168/2018 issued by the Romanian Energy Regulatory Authority that sets the regulated rate of return applied for the approval of the tariffs for the electricity distribution service provided by the concessionaire distribution operators.

Fondul Proprietatea, as significant shareholder in Hidroelectrica, on the annulment of the Order no. 10/2019 regarding regulated energy prices and quantities for electricity sold by producers on the basis of regulated contracts, issued by the Romanian Energy Regulatory Authority as a consequence of the enactment of GEO no. 114/2018 which has reintroduced the energy regulated market.

Several subsidiaries of Enel on the annulment of the Order no. 169/2018 issued by the Romanian Energy Regulatory Authority approving the Methodology of setting of the tariffs for the electricity distribution services.

Fondul Proprietatea, as significant shareholder in Hidroelectrica, on the annulment of the Decision no.

324/2019 determining the regulated prices for energy and the quantity

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of energy sold based on regulated agreements between 01.03.2019 31.12.2019 by Hidroelectrica, issued by the Romanian Energy Regulatory Authority.

Fondul Proprietatea, as significant shareholder in Engie Romania SA, on the annulment of the agreements concluded between companies of Engie group with regard to the natural gases to be extracted from the Black Sea. Specialist lawyers: Ciprian Dontu, Justin Anghel, Dan Petrache.

RTPR ALLEN & OVERY

The law firm has successfully advised Electrica and its electricity distribution operators in relation to one of the biggest reorganisation processes in Romania. Project Apollo involved the reorganisation of the electricity distribution activities performed by the Electrica group in half of Romania and is focused on optimising the performance of the three electricity distribution operators controlled by Electrica and the performance of the largest electricity technical services provider in Romania, also controlled

by Electrica.

The law firm is advising China Huadian Engineering, part of the China Huadian Corporation in relation to the joint venture with Complexul Energetic Oltenia, the largest coalfired electricity producer in Romania, for the construction and operation of a 600MWh power plant. The total investment is estimated to exceed â‚Ź800 million and this would be the first coal-fired power plant project built in Romania in the last 25 years. The project gave rise to several unique and complex issues regarding the regulatory framework, coal supply, state aid, grid connection, electricity trading and shareholder agreements.

The law firm is advising China Huadian Engineering, part of the China Huadian Corporation in relation to their bid in the acquisition of a majority stake in Hidro Tarnita SA. Hidro Tarnita, a state-owned project company, has launched an international process for the selection of an international private investor which will invest in the building and operation of the Tarnita Lapustesti pumped storage hydro power plant with an installed capacity of 1000MW. Tarnita Lapustesti power plant would be the first pumped storage hydro power plant in Romania and one of the few pumped storage hydro power plants

Which Lawyer in Romania

in Eastern Europe.

Advised EBRD on a $60 million financing to SNTGN Transgaz SA Medias, the national gas transmission grid operator, for the construction of Phase 1 of the Bulgaria-RomaniaHungary-Austria pipeline/corridor, BRUA project. The project is part of the European Commission’s Projects of Common Interest “Gas pipeline from Bulgaria to Austria via Romania and Hungary”, approximate total length: 1,318km. The project would ensure the interconnection of the gas transmission systems in Bulgaria and Hungary with the gas transmission system in Romania.

BRUA pipeline aims to enhance regions energy security by diversifying gas supply routes. The pipeline on the Romanian territory would allow access to the future major gas infrastructure projects such as TAP, gas sources from Central European gas hubs and potential gas transportation from Black Sea deposits.

The law firm has advised the syndicate of banks made up of ING Bank NV through ING Bank NV Amsterdam - Bucharest Branch, Banca Comerciala Romana, Raiffeisen Bank SA and UniCredit Bank SA in relation to a security package in connection with the credit facility in amount of $360 million granted to KMG International group for covering the regular needs in the group activity.

The four banks provided the amount in equal proportions. The credit facility, guaranteed by KMG International, will be used by Rompetrol Rafinare, Rompetrol Downstream, KazMunayGas Trading and KMG Rompetrol for their general financing needs and for the creation of an efficient operating environment ensuring smooth running of their business.

Specialist lawyers: Costin Taracila, Victor Padurari, Andreea Burtoiu, Cosmin Tilea, Bogdan Cordos, Poliana Gogu-Naum.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted Gazprom Schweiz, Gazprom Germania and other Gazprom subsidiaries in relation to the exit and sale of the majority shareholding held in a major Romanian gas distribution and supply company.

The assistance covered advice on transaction structuring matters, gas regulatory issues, general corporate and contract law, support in the drafting of the full transaction documentation

package, negotiation of the transaction documents and dealing with settling the rights of management, providing advice on recent gas sector regulatory issues having impact on the structure of the transaction.

Assisted Stratum Energy Romania, significant US gas&oil exploration and exploitation investor on all aspects concerning regulatory advice on secondary and primary energy legislation within the framework of a litigation against the biggest Romanian gas producer, Romgaz. Strategically advising Stratum, the third largest gas producer in Romania in respect of various regulatory and contractual issues derived and connected with its recent large deep condensate oil exploration and production investments.

Any such legal support is implicitly promoting Romania’s efforts for maintaining energetic independence.

Assisted AIK Energy, a wellestablished energy trader in Eastern Europe in respect of various energy related regulatory and trading matters meant to consolidate its gas business in Romania and Hungary, thus supporting new entrants and a competitive crossborder energy trade within the region.

Assisted VTB Bank Europe in the financing of Chimcomplex SA Borzesti. VTB Bank offers a wide range of financing and/or banking services and products to its clients, being involved in several important financing arrangements. The law firm acted as co-counsel with the Prague office of White&Case in this transaction, whereby VTB Bank financed an aggregate amount of €124 million to Chimcomplex SA Borzesti for the acquisition of several asset bundles from Oltchim SA. The financing resulted in the context of an asset purchase agreement signed at the end of 2017 between Chimcomplex SA Borzesti and Oltchim SA for a total amount of €127 million, regarding the purchase of important bundles of assets used for producing various chemical products.

Assisted Amphenol in the acquisition process of the Romanian subsidiaries of GJC, a leading Spanish original equipment manufacturer of key components for the automotive industry.

The department performed the due diligence in respect of two targets and is currently involved in the drafting and negotiation of the transaction documents.

This significant US investment is of particular importance given the EU Strategy, actively promoted in Romania 77

Energy

through the NEXT-E project, co-financed by the European Union’s Connecting Europe Facility, of investing in the development of transport infrastructure projects that support competitive, clean and connected mobility in Europe.

Specialist lawyers: Irina Petre, Costin Teodorovici.

SUCIU POPA

Assisting Rompetrol Rafinare SA, the largest asset of KMG International in Romania, on various environmental compliance matters for the Vega Refinery located in Ploiesti. The project at hand concerns the remediation and rehabilitation of 14 historical acid tar and oil sludge pits, the complexity deriving from both the site characteristics, large quantity of waste: 270,000 cubic meters, contaminated site close to residential area, UXO presence from II WW etc., and its legal regime, including an infringement case brought by the EC against Romania for the latter’s failure to fulfil its obligations regarding closure of non-compliant landfill sites.

Advised KMG International on the negotiation, structuring and creation, together with the Romanian State, of the Kazakh-Romanian investment fund as a way to promote investments in a number of sectors such as energy and infrastructure, with projected investment values of over $1 billion. Further to this deal, the law firm is also advising KMGI on the implementation of the actual investment projects performed by the fund in the energy sector, starting from the preparation of the project files, obtaining the relevant corporate approvals at fund level, structuring and performing the relevant acquisitions, as well as securing the financing in connection thereof.

Advised Black Sea Oil & Gas, an oil&gas company controlled by the Carlyle Group, one of the largest private equity and alternative investment firms worldwide, in the negotiation of the long-term gas sales agreement and of the Agency Agreement with Engie through its subsidiary Engie Energy Management Romania SRL for natural gas supply and trading from the Midia Gas Development Project, MGD Project, as well as in the subsequent process to approve the Final Investment Decision to proceed with the $400 million MGD Project. MGD Project, the first offshore gas development project in the Romanian Black Sea to be built after 1989, consists of 5 offshore production

Which Lawyer in Romania

Energy

wells, a subsea gas production system which will be connected through an 18 km pipeline with a new unmanned production platform, a 126 km gas pipeline to link the platform to the shore and a new onshore gas treatment plant, with a capacity of 1 BCM per year representing 10% of Romania’s consumption.

Assisted Enel Investment Holding NV, one of the largest international energy companies, on the corporate reorganisation of its Romanian subsidiaries acting in the power distribution, supply and renewable power production in its five Romanian subsidiaries.

Advising Helix Oilfield Services Ltd, an UK independent oil&gas company that provides equipment sourcing, engineering services and commercial storage, in a complex negotiation and signing of an out of court settlement Grup Servicii Petroliere, the largest Romanian provider of offshore integrated services for the oil&gas industry for the sale of pressure control and other equipment, as well as for the recovery of outstanding debts from the rental of that equipment.

Specialist Lawyers: Miruna Suciu, Luminita Popa, Cleopatra Leahu, Dan Ciobanu, Andrei Georgescu, Vlad Cordea

TUCA ZBARCEA & ASOCIATII

Advising China General Nuclear Power Corporation on a large-scale investment estimated at €7.2 billion for the development of Units three and four at the Cernavoda Nuclear Power Plant in Romania.

Legal assistance for NIS Petrol, the local indirect subsidiary of Gazprom, in the process of acquiring land plots suitable for the development of petrol stations.

Legal assistance to Eurotransgaz SRL, Transgaz’ subsidiary in Moldova, concerning the award of works contracts for the execution of the Pipeline interconnecting Romania’s Gas Transmission System with Moldova’s Gas Transmission System, Phase II, for the Iasi-Ungheni-Chisinau Direction.

Assisting CEZ in relation to its ongoing operations on the Romanian energy market, including advice on energy, regulatory/compliance, corporate, M&A and post-privatisation, PPP and procurement, as well as dispute resolution matters pertaining to client’s operations on the local market.

Legal advice to CEZ AS in

connection with the acquisition of High Tech Clima SRL and its branch, HighTech Clima DOO Serbia. The services included assistance in concluding and negotiating the transaction documents, as well as in the notification to the competition authorities.

Specialist lawyers: Sorin Vladescu, Irina Moinescu, Cristian Radu.

VLASCEANU, ENE & PARTNERS

The law firm was subcontracted by a renowned Romanian provider of complex civil engineering and architectural services to cover the legal aspects required in the process of obtaining the most complex gas regulatory permits for developing the infrastructure associated to gas production, permit for the establishment of the upstream pipeline network, the gas supply license and the upstream pipeline network operation license. The mandate included identification of the required permits/ licenses, structuring the optimal strategy and preparing and supporting the relevant documents in front of the National Agency for Regulation in Energy.

The law firm assisted the sixth producer of natural gas in Romania in developing a defense strategy in a litigation initiated by the largest gas producer in Romania, a state-owned company against four gas producers, including the firm’s client. The claimaint requested reimbursement of an amount of approximately €38 million, for an alleged breach by the four defendants of their obligation to supply gas for household consumption. The firm analyzed if the effective allocations made by the client were compliant with the legal provisions and structured the court strategy in the ongoing case.

The law firm is assisting a leading Dutch oil&gas operation and maintenance expert company in participating to the competitive negotiation tender organized by the largest oil&gas operator in SEE region for surface and transportation services to its onshore installations. The client is part of a consortium bidding under the said tender. The mandate includes assistance throughout all phases and on all matters of the tender, including negotiation of the consortium agreement and its implementation, analyzing risks/ benefits from a business-commercial perspective, setting up the corporate structure for the client’s Romanian 78

presence and designing the related decision-making mechanisms.

The law firm advised an oil&gas license titleholder in: analyzing the legal framework regulating the permits, endorsements, approvals, licenses and authorizations needed for construction and operation of a gas treatment plant; offering practical insights and guidance through the challenges of often conflicting views of the authorities/entities involved in the permitting procedures; preparing a timeline of all the required permits presenting their interdependencies and interactions till putting into function of said gas treatment plant.

The law firm is assisting the newest petroleum producers in Romania, in obtaining the supply license and the upstream supply pipelines related to its gas production license. The mandate includes drafting relevant documents, analyzing the relevant legal framework and discussions with representatives of the competent authorities.

Specialist Lawyers: Daniel Vlasceanu, Stefan Ene, Raluca Teodorescu, Raluca Spinu, Mihaela Farin.

VOICU & FILIPESCU SCA

Providing general day-to-day advice in connection with the group’s business activity in Romania for companies active in energy trade and optimization of electricity consumption, part of the largest Hungarian company responsible for the production, distribution and sale of electricity. Rendered services include regulatory: electricity trading license extension, registration with the Romanian Gas and Electricity Market Operator - OPCOM, general advice in relation to the relationship with the sector regulator; corporate matters: transfer or shares, company dissolution, seat relocation - lease including, directors’ appointment; contracts; tax consultancy: general matters, VAT reimbursement.

Assistance for many years to a top tier oilfield service company, in complex projects involving its presence in Romania including related to its restructuring process by resizing the company’s Romanian subsidiaries along with reorganization of the remaining entity. The most recent assignments referred to licensing and regulations for drilling fluids, aspects involved by participation of the client in public procurement procedures, environment law, public procurement procedures, IP rights over the products, employment

Which Lawyer in Romania

issues, change of premises and other corporate aspects.

Assistance to the leading provider of offshore platform workover and drilling rigs in the US and multiple international market, for general business advice including restructuring process of the Romanian entity, employment related issues, fiscal aspects such as payroll assistance and reconciliation of the fiscal record of the company, complaints against the tax authorities, litigation among others.

Assisted one of the world’s leading suppliers of hydroelectric equipment, technology and services, on Romanian legal matters in connection with the international arbitration case between the client and a Romanian state-owned hydropower company, also representing Romania’s largest power producer, in connection with a contractual breach as well as in general business aspects related to its presence in Romania.

Assistance to a British Fund, the asset manager under a global investment company based in UK in the acquisition process of a Romanian distressed company owning one of the largest quarries of approximately 21 million tons slate in Europe. The

legal services involved drafting the shareholders agreements, structuring the transaction, managing the insolvency proceedings of the target and other correlative activities.

Specialist lawyers: Marta Popa, Alex Tabacu, Raluca Mihai, Roxana Negutu, Alice Ene.

WOLF THEISS

Assisting Ingka Investments (Part of the IKEA Group) in the acquisition of 80% of the shares in seven portfolio companies, holding 171MW in wind farms. The Romanian team of the law firm carried out due diligence of 7 target entities and assisted in the negotiation process for the signing of the MoU and SPA, as well as for the closing of the transaction. Furthermore, the Romanian team assisted on gathering all the relevant information for the necessary competition filing process.

Assisting Lukoil Europe Holdings BV with all documentation, filling and representation for the merger of Lukoil Energy & Gas Romania SRL into PetrotelLukoil SA. Completion date: March 2019.

Assisting the European Investment Bank in relation to the financing

amounting to €150 million, granted to Societatea Nationala de Transport Gaze Naturale Transgaz SA to support the investments that Transgaz undertook in connection with the construction of a new natural gas transmission pipeline from the Black Sea shore to the interconnection point with the National Transmission System at Podisor, part of BRUA. The law firm advised on all Romanian law related matters, including on the facility agreement and the corporate authorisation regarding Transgaz. Completion date: January 2019.

Assisting a leading company offering the largest power plant services portfolio in the energy industry, in relation to the insolvency case of an important local energy provider headquartered in Fagaras, Brasov County. The matter is challenging given the importance of this energy provider for the local community and the complex technical issues in dispute related to the performance of the gas engines under international and local standards. Completion date: ongoing.

Specialist lawyers: Ileana Glodeanu, Claudia Chiper, Ligia Cecilia Popescu 

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February, 2020, Bucharest

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Energy

REAL Which Lawyer in Romania

Real Estate

LIVING THE MOMENT OR PREPARING FOR A HARSH LANDING IN REAL ESTATE?

REAL

ESTATE

L ESTATE

The Romanian real estate market recorded a record year in 201, the volume of real estate investments in the first nine months exceeding EUR 585 million. The office market attracted more than half of the investments, followed by the retail sector with 27 percent and industrial, with 9 percent of the traded volume. Bucharest and ClujNapoca were the most dynamic cities, with almost 90 percent of the traded volume.ďƒ¨

Which Lawyer in Romania



Real Estate

Private consumption remains quite decent in Romania amid (still) doubledigit wage growth in year-on-year terms, meaning that the need for industrial and logistics spaces assigned to the expanding retail sector throughout Romania should remain a driver in 2020; so will the expansion of e-commerce, which is growing quite fast alongside traditional brick-and-mortar operations shows a market report issued by Colliers. The report predicts that industrial and logistics stock will grow considerably in the next three years (by 2023), if infrastructure projects really start to become visible and fiscal policies will not experience major changes designed to discourage investments in this segment.

From the point of view of the buyers profile, the local investors remained the most active during the first nine months, with 33 percent of the total investments, followed by the South African funds, with 30 percent and by the American investors, with 12 percent.

“Real estate investment is at historical high,” says Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii.

“Bucharest market alone for example, offers approximately 20 state of the art real estate projects or networks generating an annual net operating income of more than 5 million Euro each, out of which less than half are for sale or could be squeezed for sale.

And there is more in the development pipeline. We will see new developments, large-scale projects, and proper products to secure those investors interested to step in our market.

Our transaction advisory data prove that both in number and volume the investment flow increased notably in 2019 compared to last year and, as it gets clearer now, we estimate that 2020 will count at least 8 real estate investment transactions exceeding 100 million euro each, while the overall transacted volume will well surpass the 1 billion EUR threshold slightly met last year.”

“The market performed well in 2018 and the first half of 2019,” says Razvan Gheorghiu-Testa, Partner at Tuca Zbarcea & Asociatii. “A number of interesting deals were closed, primarily on the office market. The highlight of the year 2019 is the official entry of Morgan Stanley on the Romanian real estate market further to the acquisition of America House - a landmark office building located in Bucharest CBD – from AEW Europe.

Equally, I’d expect industrial / logistics

“We will see new developments, large-scale projects, and proper products to secure those investors interested to step in our market."

Florian Nitu, Popovici Nitu Stoica & Asociatii projects to keep pace with development in recent years and we already have signals that new players are becoming more and more visible on a market traditionally dominated by two giants - CTP and P3.

Office buildings (existing stock, but also developing projects) will continue to be the preferred targets for investors in 2020.

A new feature of transactions in the agri area is that investors seek to purchase large areas which are already in operation (on going concern) or ready to farm (the facilities for starting operations are easily accessible). Thus, although fragmented acquisitions are still a common practice, which is not to disappear any time soon due to the high degree of fragmentation of agricultural property in Romania, the preference of big-ticket investors is towards large farms that are already in operation or are easily operable.”

“The market is active, but more cautious than before,” says Oana Albota, partner Albota Law Firm. “Still, our clients continue to acquire land for development or existing projects and continue to develop various office, retail and residential projects.

It is clear to us that investors are keen on further identifying good projects in every real estate sector. However, it is only normal for a maturing market to allow fewer opportunities to become trusted and successful investments.”

“As a principle,” says Cristian Guia, Partner & Head of Real Estate Eversheds Sutherland Romania, “the local real estate market has still potential to develop in any of the real estate sectors. Q3 of 2019 registered an increase of approximately 41% in construction works, both on the residential sector or nonresidential and infrastruct ure.

Office market is still the star, attracting 50% of the investments, followed by the retail sector and industrial.

Since the retail market is still on an ascending trend (approximately 8,3% in Q3), the retail market will continue to increase, being further sustained by the political measures regarding the increase of the pensions and precipitous salary surges, which will further encourage the consumption. Retailers have continued and will continue to expand and to explore new possibilities to improve national coverage, shopping centers with a total area of almost half a million sqm are under constructions or in the project phase, with delivery dates until the end of 2020. Regional cities will continue to attract the largest investment flow.

As regards the office market, this year’s figures show a record. In terms of deliveries, we have a double surface than last year and at the same time we also have a record on the transactions part, IT companies being still the ones with the biggest demand on the market.

Approximately 370,000 sqm will be delivered by the end of this year, with the mention that in the first half of the year the office deliveries reached almost 180,000 sqm (27% more compared to 2018).

Last but not least, the investors’ interest on the industrial/logistic sector is increasing. The target is of course on the developed areas close to Bucharest and major cities, especially near the highways.

The projects under development are already pre-leased, which again shows developers’ inclination towards built-to-suit projects.”

“The real estate and construction market is probably the most dynamic, active and competitive market in Romania,

“The highlight of the year 2019 is the official entry of Morgan Stanley on the Romanian real estate market further to the acquisition of America House," Razvan Gheorghiu-Testa, Tuca Zbarcea & Asociatii

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Real Estate

even if the construction costs increased substantially,” says Gabriel Biris, Managing Partner Biris Goran.

“We felt the effervescence on the real estate market in 2019.

There are projects which may be attractive for investors, completed in 2019 or to be completed in 2020, in particular in the office and logistical segment.

There are also important residential projects, which have been commenced and will be completed, as well as new projects, which generally attract investors (residential), due to the discounts they may obtain for purchases of a package of “on site” apartments.

The development of projects in still unexplored areas has a major role. In the mall segment, we do not exclude seeing new players on the market to explore in particular the market outside Bucharest and the big cities (Cluj, Iasi, Timisoara and Craiova). In the residential segment, the complementary services inside the project will be very important, making a difference on the market: the existence of a mini market and the underground access are very important, and we also know developers which took into consideration including a kindergarten in the project.

In the logistic/industrial hall segment, the development will continue mostly around highways, their development being thus essential. Furthermore, the same things will matter in real estate that have also mattered so far and that will continue to matter in the future: position, price and town planning coefficients.”

“Romania remains an attractive market in terms of yields for investors already active in the CEE markets and, more recently, started to finally attract new names,” says Mihai Macelaru, Counsel, Clifford Chance Badea. “The recent developments on market, where for the first time in many years several divestitures of notable assets where organized simultaneously in the form of competitive processes, have shown an increased interest of new investors (even of some of the worldwide real estate giants) for the real estate market in Romania. As some of these processes are still pending, we will definitely see some landmark deals over the following months and we expect this to continue in the coming years, as some other projects reach maturity.

Development activity is linked to economic and investment perspectives and, unless major factors beyond local market’s control intervene, we expect this dynamic pace to continue.”

Monia Dobrescu, Partner, Musat &

“Our clients continue to acquire land for development or existing projects and continue to develop various office, retail and residential projects."

Oana Albota, Albota Law Firm Asociatii describes the market as “effervescent”. She adds that “last year’s trend in investment and development in the real estate was maintained in 2019, this effervescence was welcomed by the market and signs of growth are still present in all sectors – including logistics, retail, office and even residential.

Although the dynamics of the business market may have been changing thorough the years due to political or economic climate, the appetite for investment in the Romanian real estate market is maintaining a constant high. This is underlined by the increasing demand for instance, in industrial, logistics and even residential, where the number of projects (in all stages – design, ongoing and finalized) is constantly increasing.”

“Still,” warns Monia Dobrescu, “market analysts are raising some concerns, arguing that such growth may not be sustained for long and recommending caution in future investments in certain areas.”

“Although some factors, such as political and legislative instability, evolution of GDP etc. seem to encourage a more prudent approach, investors remain interested to develop real estate projects in Romania,” says Gabriel Udrea, Partner, Marko & Udrea. “Sometimes there are signs of a more conservative approach - focusing on extending and improving existing projects, instead of developing new ones. The yields offered by the Romanian market remain high and therefore continue to be an essential factor for attracting investors, however the investment return period is slightly increasing.”

“Over recent years, Romania has become one of Central Eastern Europe’s most attractive regions to start operations in,” believes Ioana Roman, Partner, Filip & Company. “A well performing market and the good condition of Romania’s economy is also clearly evidenced by investment volumes on the real estate market. The difference in yields in the local real estate market, compared to other countries in the region, remain an opportunity and represents one of the current competitive advantages of Romania in attracting investors, in front of other more developed economies in the CEE region.”

“The real estate market is in turmoil and we believe that it has reached the end of an economic cycle,” argues Ioana Negrea, Partner, Mitel si Asociatii. Investors are increasingly prudent and investment decisions and the commencement of new constructions are more and more influenced by fundamental factors for the real estate sector, as are the economic increase perspectives, as well as by the status of local real estate markets. Investors prefer nowadays to wait and see which way the real estate market is heading, which is why 2019 is not defined by major projects. A wind of crisis is being felt in the market, but we do not anticipate a crisis similar to the one in 2008. Both investors and purchasers are more experienced and prudent, which means that the impact will not be as powerful as the one in the previous financial crisis”, adds Ioana Negrea.

Andrei Salageanu, Associate, Wolf Theiss believes that properly conducted, investment in all real estate sectors may prove successful. “There is a continuous interest in quality logistics and industrial premises for manufacturing and processing facilities.

Retail parks and commercial centers, which experience low occupancy rates,

“The local real estate market has still potential to develop in any of the real estate sectors."

Cristian Guia, Eversheds Sutherland Romania

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“Romania has proven to be a desirable destination for companies that offer corporate and back office support services such as IT support, accounting and billing services, HR related activities, etc."

Flaviu Nanu, Wolf Theiss are still a hotspot, especially with respect to developing and / or extending previously existing chain networks. The same holds true for office buildings, where the demand for high quality space is very strong. We also see an increasing number of residential projects on-going or under development, driven by an increased demand. However, there may be certain threats to the development of the residential sector, stemming from legislative instability. Some recent examples are the reconfiguration of the State guarantees under the “Prima Casa” program, as well as the recent decision of the Romanian Central Bank to limit consumer debt to 40% for any loan agreement. This will likely have a negative impact on the possibility for consumers to obtain financing for housing investments.

There are also interesting public infrastructure projects, which could be attractive for construction companies in particular. However, delays, changes in legislation and the ever-present possibility of court challenges and temporary suspension have had a negative impact on all publicly managed infrastructure projects. This may deter the investors, since it is difficult for them to assess whether such projects may be profitable or not.”

Crina Ciobanu, Partner, Suciu Popa si Asociatii points out the trend of residential projects development around business centres. Regarding the office segment, the demand in Bucharest and in the big Romanian cities keeps the evolution from the last years. This year announced a record volume of 450,000 square meters of new office spaces,

number that was never reached in Romania during a single year. Also, specialists estimate an increase in the number of new companies to be created/to enter the local market, creating, thus, the premises for new transactions to take place in this field next year.

The level of the rent for office spaces in Bucharest has been maintained at a similar level for five years in a row, but it is expected to slightly increase in the near future, given that the average vacancy rate for office spaces decreased last year to an all-time low of about 6.6%.

In what concerns the logistics and industrial sector, after a stagnation of 6 years between 2009 and 2014, the logistics and industrial sector began to grow in 2015 and is expected to reach a new record in 2019, when developers aim to deliver about 600,000 square meters of specific premises.

In the retail segment, real estate developers were surprised by the GDP growth supported by domestic consumption. In this context, this year an almost double supply of modern retail spaces is expected compared to the previous years, followed by a similar volume also in 2020. Retail developers are mainly targeting small and medium-sized cities that do not have modern shopping centers or are under-capacity from a retail stock standpoint. Also, extensions to the existing centers are envisaged so as to adapt to the new requirements and trends,” adds Crina Ciobanu.

The Industrial market is going through a boom encouraged by the positive economic results of 2019 and this trend is expected to continue in 2020.

According to a report issued by

“Romania remains an attractive market in terms of yields for investors already active in the CEE markets and, more recently, started to finally attract new names," Mihai Macelaru, Clifford Chance Badea

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Real Estate

Dunwell, in H1 2019, about 280,000 sqm were transacted in the Industrial Market, out of which more than 125,000 through the agencies, the rest within direct deals made by the developers with tenants. Approximately 50% of the total surface transacted in H1 2019 took place in locations near Bucharest. Other highly transacted cities are Timisoara and Ploiesti. Analyzing agencies data, over 80% of the total surfaces transacted was warehousing, the rest being production.

When it comes to new industrial space deliveries, the total of modern projects has exceeded the 4 mln. sqm threshold in H1 2019, while the potential for new developments announced for this year is situated around 750,000 sqm in the whole country.

As the industrial stock topped four million sqm in Romania during the first half of the year and an additional one million sqm of industrial space is scheduled to come on-line by the end of 2020, with 380,000 sqm set for delivery by the end of this year. Where is the demand coming from?

“The industrial market has reported a record take-up over the last three years, especially amid the expansion of retailers and logistics,” says Ioana Roman, Partner, Filip & Company. “We may see an increase in demand for manufacturing and industrial premises, especially from companies active in the automotive sector, but also from the retail segment when the e-commerce displayed impressive growth. Bucharest is the leading city both in demand and industrial development, with Timisoara coming in second and Ploiesti third. Cluj-Napoca is occupying the 4th place, but with lots of interest for land acquisitions and future developments.

Cluj-Napoca is also the most expensive city when it comes to land purchase for industrial purpose.

The interest is high for cities with good connection to highway infrastructure, but cities such as Constanta – for its port access – or railway hub cities like Brasov, Craiova or Iasi rise interest for future investors, who are aiming at boosting their presence in Europe.”

“In Bucharest,” says Crina Ciobanu, Partner, Suciu Popa si Asociatii, “due to the continuous development of e-commerce, the demand for logistics and distribution centers will continue to increase. Moreover, the legislative changes regarding fire safety will increase the demands for modern industrial spaces with small surfaces, of approximately 1,500 - 3,000 square meters. The office market is constantly

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“Last year’s trend in investment and development in the real estate was maintained in 2019, this effervescence was welcomed by the market and signs of growth are still present in all sectors.”

Monia Dobrescu, Musat & Asociatii growing, which indicates that this real estate segment has reached a certain degree of maturity. At present, there is a balance between supply and demand and slight fluctuations in the degree of vacancy and the average rent level. The highest demand on the market, of two thirds of the total demand, was registered by the IT&C segment, followed at a great distance by the banking and financial companies and services providers.”

“The e-commerce boom is the most important trigger for an increase in demand for logistics, especially of the “last mile” concept,” believes Corneliu Popa, Partner, Stratulat Albulescu. “The steady increase of the industrial production, even if mildly affected in the last months by the global economical disputes between the United States and China, was another incentive for the growth of industrial warehousing projects.

Regarding the office building sector, we noticed at our clients, as well as in the market, that good projects, especially Class A buildings located in key positions of

the relevant cities, had a very good occupancy level or, if under development, would have a very good occupancy level.

This particular sector is growing especially thanks to industries relating to IT&C, telecom, professional advisors, consumers goods and to banking and finance,” adds Corneliu Popa.

“Our clients are trying to pay attention to the way things are changing and adapt accordingly,” says Cristian Guia, Partner & Head of Real Estate Eversheds Sutherland Romania. “For example, the companies activating in the automotive sector are going through a transition period, to the production of components for electric vehicles. Romania could benefit from this transition and attract major investments from large companies. In this context, we expect that those industrial spaces to be object of such development. Furthermore, there is an increasing need for modern logistic spaces to expediently deliver to online customers located in major cities.

As regards the office buildings, the high level of demand caused a slight reduction of the low occupancy rate to an approx.

7,5% in Bucharest, by reference to 8% registered last year.”

The office market in Bucharest could have a record year in terms of deliveries in 2019, if all announced projects will be completed on time, a scenario in which the market of modern office spaces in the Capital would enter new premises with an area of about 377,000. square feet.

In the first half of the year, premises with an area of ​​about 128,000 square meters were delivered, while in the second half the volume delivered could be double, the most important projects whose delivery is announced being Business Garden, Ana Tower, Expo Business Park, Globalworth Campus III , The Light I, New Times Square 1b and Equilibrium I , along with a number of other smaller buildings, according to real estate consulting firm Cushman & Wakefield Echinox.

Flaviu Nanu, Counsel, Wolf Theiss says that foreign investments made in 2018 totaled 4.9 bln EUR, which marks a 7.8% increase from the previous year and there is an ever increasing trend of foreign companies to set up or extend their operations in Romania. This situation, in

“Over recent years, Romania has become one of Central Eastern Europe’s most attractive regions to start operations in,” Ioana Roman, Filip & Company

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“Although some factors, such as political and legislative instability, evolution of GDP etc. seem to encourage a more prudent approach, investors remain interested to develop real estate projects in Romania.”

Gabriel Udrea, Marko & Udrea.

conjunction with a workforce that is both cheaper and better trained than some other countries in the region, has led to an increase in office space demand.

For example, Romania has proven to be a desirable destination for companies that offer corporate and back office support services such as IT support, accounting and billing services, HR related activities, etc. – Genpact, Accenture, Telus France, Honeywell International Services and other such companies are all present here. Moreover, IT giants like Oracle and HP have also set up shop in Romania taking into consideration the above mentioned factors. Finally, most of the companies mentioned above that provide support services have registered important profit margins and revenue, according to national media.

As Romania continues to grow from an economical standpoint, the globalization phenomenon is also a contributing factor in the development of the services market, and as a consequence, in development of office space demands related to these activities.

“The development in the office building sector is conditioned by the existence of the companies that occupy the space.

In order for this type of acquisition to prove useful, it is necessary that these societies contribute with a solid work force. However, the percentage of companies that face insolvency or are radiated from the Commercial Registry is growing,” pointed out Teodora Koletsis,

Which Lawyer in Romania

Partner Gruia Dufaut Law office.

A f ter the economic crisis, realestate transactions involving agricultural land have again taken up in Romania and are steadily increasing as agricultural land in Romania is still the cheapest in Europe.

The interest for investments in agri business translates into a lucrative area for lawyers.

“The sector is absolutely booming,” says Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii.

“Institutional investors and strategic ones are fiercely competing for consolidation, of the land fund, which is very fragmented, but also of their portfolios. The process is still at the beginning and we estimate that it will take at least 3 to 5 years to generate clear market leaders and the proper scale of what leading would normally mean in the local market. We will thereafter most probably witness a number of fabulous exits over large portfolio in favor of long term strategic or financial investors, transactions of hundreds of millions of euros.”

“The acquisition of agricultural land in Romania is steadily increasing and will continue to increase in the coming years,” says Ioana Roman, Partner, Filip & Company. “On the one hand, there is the ‘cultural’ interest and preference of the Romanian farmer to invest predominantly in land acquisitions, and on the other hand, foreign investors see the business opportunity given by the still low price of agricultural land in Romania.”

“The investments in agricultural land continue to be attractive for foreign investors even though, from a legal perspective, this specific type of acquisitions remains cumbersome to perform,” says Oana Albota, partner Albota Law Firm.

Teodora Koletsis, Partner Gruia Dufaut Law Office pointed out that since 2014, the annual sales have tripled until 2018, which sets a very good

Real Estate

“This year announced a record volume of 450,000 square meters of new office spaces, number that was never reached in Romania during a single year.”

Crina Ciobanu, Suciu Popa si Asociatii foundation for 2019 and for the following years. “The main reason of this success is primarily the still low price of the lands, as well as the high potential for its cultivation, due to the climate and the quality of the soil, also considering the fact that there are still certain land areas that have not been exploited for year is in a row. The poor infrastructure, the lack of an irrigation system in some areas, the low rate of land consolidation remain current problems that hinder the development and the growth of the competitiveness of the agricultural sector in Romania.

“Finding solutions for land consolidation is a widely discussed subject in the business community within the Coalition for Romania’s Development and we hope that making common ground towards the authorities would stimulate the adoption of much needed legislative measures,” adds Koletsis.

“Yes, agricultural businesses remain a major area of interest for investors. Recently we have seen (and advised certain clients) on a number of transactions in this area,” says Flaviu Nanu, Counsel, Wolf Theiss.

“For example, we are advising investors that are establishing joint-ventures with local partner in the agricultural sectors, bringing know how for the development of these projects, rather than simply acquiring title to the land.

The statistics issued by the Ministry of Agriculture and Rural Development also illustrate that Romania is 6th place in the EU in the absorption of EU funds for the development of agricultural projects - which is a 36,2% increase when compared to the absorption rate in 2016. The conclusion is that agribusinesses is on an ascending trend and can attract the interest of investors in the future.”

“While farmland prices differ between compacted and uncompacted land and by reference to precise location and soil

“The real estate market is in turmoil and we believe that it has reached the end of an economic cycle,” Ioana Negrea, Mitel si Asociatii

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quality, we see overall agribusiness as a strong sector on the real estate market,” says Cristian Guia, Partner & Head of Real Estate Eversheds Sutherland Romania. “We expect further land consolidation so as to increase capital value and to converge over time to prices within Western Europe.”

The Romanian agricultural industry is also further developing and benefits from the availability of EU grants. At a local level, we see serious need for improvement in agricultural infrastructure, including upgrading the irrigation network, building grain stores and silos, and improving rural road networks.

Crina Ciobanu, Partner, Suciu Popa si Asociatii argues that “the volume of transactions with agricultural land began decreased since the beginning of this year. Farmers and real estate speculators, Romanians and foreigners, bought about 29% less agricultural land compared to 2018. However, the transactions completed in 2019 were much more valuable than those completed in the past years. Despite of the above phenomenon, agriculture and the real estate sector remain of main focus on the transaction market and are aimed to continue to bring significant transactions.”

Mihai Macelaru, Counsel, Clifford Chance Badea says that “unfortunately, or fortunately, depending on the perspective, there are not so many farming businesses put up for sale, the transactions in this field are rather regarding traders, or services providers.”

Corneliu Popa, Partner, Stratulat Albulescu shares the view that “agricultural land deals slowed down in the first half of this year, one of the reasons being represented by a rather bureaucratical preemption procedure conditioning any free sale of this type of land or by the lack of large compacted plots of land offered for sale on the market.

However, we noticed that there would still be a high interest for such categories of transactions due to the high quality of the soil and of the friendly weather, proven also by the fact that the purchase price per hectare reached this year its peak of the last decade.”

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AS SOME ANALYSTS WARN THAT THE REAL ESTATE MARKET CROSSES A PERIOD SIMILAR TO THAT PRIOR TO THE FINANCIAL CRISIS, IS THE SECTOR BECOMING A BUBBLE ONCE AGAIN? WHAT IS DIFFERENT NOW, IF THE CASE?

Oana Albota, partner Albota Law Firm The market is more cautious than before; the financing is more difficult to get.

Mihai Macelaru, Counsel, Clifford Chance Badea I believe the market is much stronger and stable compared to 2008, having learned a great deal from that crisis.

Also, in particular for Romania, the prices have not yet reached the levels of 2008, so, here at least, I do not believe that we may be talking about another real estate bubble.

Cristian Guia, Partner & Head of Real Estate Eversheds Sutherland Romania Indeed, if we look only at numbers, it looks like we are in a booming time. However, the difference between the so-called bubble happening right now and the 2004-2005 bubble is that nowadays there are no developers building exclusively to speculate. The real estate activity is supported by the activity of the tenants/potential clients for the construction projects. Thus, the occupancy rate is increasing. Though, our clients became more cautious when planning to expand their activity or open a new store/office/warehouse due to the uncertain political landscape. We saw already some projects put on hold.

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Teodora Koletsis, Partner GRUIA DUFAUT LAW OFFICE In the first quarter of 2019, the number of transactions in Romania in the real estate sector has dropped with 22% compared to last year. This situation seems to have been influenced by the impossibility of starting the program “The First House3”, scheduled for the beginning of this year. However, Romania’s situation is the same as the rest of the European countries, each of them recording a decrease in the purchases in this sector.

Gabriel Udrea, Partner, Marko & Udrea If we speak of the residential sector, the average price per square meter is still among the lowest compared to the countries from the European Union. The prices went up by approximately 30% in the last 5 years, but have not yet reached the threshold from 20072008. In this context, the reported negative evolution regarding the number of sales could be influenced by temporary factors or could be influenced by the echo of the negative image created in regard of banks and financing products for natural persons.

Monia Dobrescu, Partner, Musat & Asociatii Again, this is an assessment to be made on a case by case basis, depending on each sector.

We have to admit that there are concerns in certain areas (like office and residential, according to analysts) where the demand is not proportional with the development level of ongoing or future envisaged projects, thus raising concerns on the profitability of such projects and, even more, on the premise of a new financial crisis.

We note however, that many of such projects are targeting the development of suburban areas, expanding the intra-urban buildable area of major cities, which, overall is not necessarily a negative aspect.

Having in mind the past experience connected to the boom on the real estate market prior to the 2008 financial crisis, and hopefully learning from mistakes, the difference should be now made by the more cautious and mature investors and clients, which are supposed to be making wise and sustainable investment decisions.

Florian Nitu, Managing Partner, Popovici Nitu Stoica & Asociatii We’re having this argument for months now in the real estate market - some say we are far from a new crisis, other speak of an imminent market crush – but these are readymade truths, to get something out of this question we have to put the ‘crisis talk’ in proper context. And the context mainly consists in the past 20-25 years of Romanian real estate development recent history and the experiences, challenges, successes and failures of what I coined as the ‘Three generations of real estate developers’.

These are first, the ‘post Revolution-transition developers’, secondly, the ‘EU-accession developers’, and thirdly and currently the ‘emerging market developers’. Each generation acted under specific drivers of development and ran typological risk patterns.

First generation included mainly foreign speculative developers, but also local pioneers and have been active since mid-Nineties. Most of them invested almost exclusively their own equity (limited bank leverage) and have generally acted entrepreneurially, beyond any real estate institutional model.

When they failed – in general around the ’99 economic crisis – the impact was limited to the core projects while third parties remain mostly unaffected.

Second generation included some freshmen local entrepreneurs with real-estate vocation, but also quasi-institutional developers brought into the market by the first round of institutional investors betting on the accession of Romania to the European Union and on the structural and immediate effects generated by the EU accessions. They became active in the early ‘2000 and have been tremendously successful but were also crushed in large numbers by the financial crisis of 2008/09. The second generation of real estate developers leveraged far more their development projects and – very importantly – land banking got into some very inflated parameters which affected massively the financial sectors as well.

We are now witnessing the performance of a third generation of real estate developers – one that grew through the experience of a violent crisis – building on a more ‘economic fundamentals’ imperative and, in general, betting on the status of Romanian market as an incoming true emerging market.

As opposed to previous two (i.e. the ‘post Revolutiontransition developers’ who were mainly local players and ‘EUaccession developers’ who were mainly foreign players), this new generation of developers consists in a quite balanced mix of local players, acting as professionals, and foreign players, including institutional investors that have created themselves own real estate development branches or helped certain development partners set up and grow locally. In a nutshell, with this third generation, the Romanian real estate development market just entered its Age of Maturity.

And – in this context – I would say that at this point in time a crisis talk would be better framed as a potential soft landing of real estate development, in certain segments showing signs of overheating, particularly in relation to high density residential projects and big retail park schemes.

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Corneliu Popa, Partner, Stratulat Albulescu As it stands now, no real estate bubble will burst any time soon or, even, for a longer period from now on. There is still a steady and higher demand of residential units on the market, the office building sector has not reached its maximum potential yet, the local e-commerce is booming and demanding more and more logistic centers in order to cope with the consumers’ requests and expectations and there is a natural growth potential in the hospitality industry as well, supported to a certain extent by the role to be played by Romania in co-hosting one of the preliminary groups of next year’s European football championship.

Of course, in case there will be an overflow of projects in the coming years with no steady demand for them, we will see a correction of the affected market, and here we can think of the residential sector, as a first. More and more projects in this sector are announced on monthly basis in Bucharest and other major cities of the country and unless they will be delivered at the promised quality and without any unreasonable delays, they will suffer financially or even fail to succeed, affecting severely or putting out of business the relevant investors. However, such corrections are normal for an evolved and mature market and we believe that Romania is heading rapidly in that direction.

Crina Ciobanu, Partner, Suciu Popa si Asociatii T he Romanian real estate market has matured, being connected and aligned with the real estate market in the European Union. Thus, a possible stagnation or decrease of the real estate market shall be indisputably closely linked to the political and financial evolution of the European Union.

Since the beginning of this year, a possible emergence of a real estate crisis has been brought into topic. However, not only has this crisis not started, but the reality shows exactly the opposite.

Although due to the rumors of this imminent crisis, the number of requests decreased and implicitly the average sales and the number of completed transactions, at present, the market began to stabilize.

Experts are of the opinion that a possible crisis in the real estate market would not be manifested by a fall in prices, but only by a stagnation, in the context in which the funds for the government program “First House” are expected to decrease by 25%.

This government program was, in fact, one of the reasons why prices exploded.

Economics experts believe that those with low incomes did not benefit from this program and that it needs to be phased out because it distorted the market and led to an unjustified increase of the prices in the residential segment.

Real Estate

Roxana Negutu, Partner, Voicu & Filipescu Most of the real estate players are already familiar with the market, with its ups and downs, therefore they play it safe and have realistic expectations.

The increase of investors’ confidence continues for every real estate market sector. This year we are witnessing an increasing number of new players entering the Romanian market and we are expecting this trend to maintain in the years to come.

Flaviu Nanu, Counsel, Wolf Theiss A market adjustment is likely to occur in the next two years. However, we do not see a crisis as the one in 2008-2009 occurring. The market has grown organically, without excessive or sharp increases in prices.

Also, the current loan and financing policies are tighter and borrowers, particularly in the residential sector, have increased income that allow them to service the debt.

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Most representative projects ALBOTA LAW FIRM

Assisting Atenor Group with a €13.5 million acquisition of land in Bucharest.

The assistance included the title due diligence of a plot of land located in Bucharest, 1st District, with an area of approximately 7,000 square meters, the company due diligence with respect to the owner of the land above and the transaction documentation assistance.

Assisting Atenor Group with the leasing of approximately 13,500 square meters located in the project Dacia One to the tenant ING Business Shared Services B Atenor Group Amsterdam - Bucharest Branch. The Project Dacia One, located at 174-176 Calea Victoriei, 1st District, Bucharest, consists of 3 office buildings and shall also include accessory retail space.

Represented Cor Property in a €18 million acquisition of land for residential purposes in Bucharest. Assisting the client with the title due diligence and with the acquisition from Belvedere Development SRL, of a plot of land located in the northern part of Bucharest of approximately 20,000 square meters and of the building permits for residential buildings totaling approximately 900 apartments for the development of the next phase of Belvedere Residences project. The assistance included: drafting and negotiation of the preSPA and of the SPA, drafting the title and permitting due diligence report.

Assisting White Star Real Estate with a €37 million acquisition of the property owned by Liberty Technology Park SA, in Cluj, through the purchase of the shares of this company. The assistance included the title, permitting and company due diligence, the assistance with the transaction documents and with the signing of a facility agreement with Banca Comerciala Romana.

Assisting Conarg Office Development with the leasing of Office 1, and office project developed at 30-32 Daniel Danielopolu Street, 1st District, Bucharest.

Specialist lawyers: Oana Albota, Andreea Ciobanu, Diana Cochilet, Ana Maria Mincu, Diana Badea, Bogdan Roscaniuc, Bogdan Istov, Calin Galateanu.

BIRIS GORAN SPARL

Assisted One United Properties SA, one of the leading and most active real estate developer of premium residential

compounds in Romania, in the acquisition of a 25,800 square meters piece of land in Bucharest’s Floreasca area, from Telekom, in a notable €18 million transaction. The acquisition was perfected following a February 2018 public auction.

Assisted the Romanian company of the Rossmann Groupe, leading independent packaging manufacturer in Europe and Africa, in the acquisition of a 9.5 ha piece of land in Popesti Leordeni, Ilfov County and subsequent development of a cardboard factory, including assistance in negotiation of various FIDIC type construction contracts and providing opinion on complex urbanism and authorization matters. The project was completed in record time in spite of issues pertaining to technical, zoning and title history aspects of the transaction.

The official opening took place in May 2018. In April 2018, Rossmann Groupe secured, with the firm’s legal assistance on the asset deal acquisition documents, a land extension adjacent to the cardboard factory serving for administrative purposes.

The law firm also assisted the client with the legal configuration of easement right for internal roads access pertaining to industrial facility.

Assisted Universal Property, Romanian investor, in a major land sale located in Bucharest Industrial Park, near the Bucharest-Pitesti highway, as well as with the partial sale of shares of Universal Management, the park administrator, to leading CEE logistics operator, CTP. Assistance was offered to the seller for long and complex negotiations including signing of the acquisition agreements, done in several phases and all subsequent documents. The transaction started and was signed in 2016 and completed in January 2019. In the last year, the team assisted the client with the negotiation, drafting and signing of the partial sale of the shares, done in phases, depending on the corresponding sale of land, as well as with various matters related to the operation and management of the industrial park.

Assisting Romenergo, a private joint stock company acting in energy sector for the last 35 years, in the sale of a 68,000 square meters piece of land with related industrial warehouses located on Bucharest industrial area to Romanian real estate investor.

Assisted Global Vision, leading Romanian real estate company offering

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property development, property and facility management and building construction, in two large transactions having as purpose the association with Globalworth, a London-based real estate company listed on the London Stock Exchange and operating in Romania and Poland, for the development of two major real estate projects. This was a joint venture, with financing, real estate, merger control and operational aspects that require complex shareholder agreements and ancillary documents, financing planning and exit strategy.

Specialist lawyers: Daniela Lazea, Sorin Aungurenci, Raluca Nastase, Ruxandra Jianu, Teodora Motatu.

CLIFFORD CHANCE BADEA

Advising AEW in connection with the sale of America House, a landmark A-class office building in Bucharest to Morgan Stanley in association with a group of Israeli investors highly active on the real estate market.

Advising AEW in connection with the sale of Promenada Mall Targu Mures to Indotek Group, one of the largest Hungarian investment groups.

Continuous legal advice to one of the largest hypermarket operators in the world, which operates around 300 units in Romania on various real estate matters regarding its retail network in Romania.

Advising an agribusiness company on the acquisition of several plots of land in Romania.

Advising a group of investors in relation to the sale of a real estate property in Bucharest to a Belgian real estate developer.

Specialist lawyers: Nadia Badea, Loredana Ralea, Mihai Macelaru, Ecaterina Burlacu, Diana Crangasu, Radu Costin, Lavinia Dinoci.

D&B DAVID SI BAIAS

The law firm gave assistance to B. Braun, German medical and pharmaceutical devices manufacturer, for a general contract to build a perfusion solutions factory, an investment of over €120 million. The firm is still involved in this project by providing specific legal assistance in the field of construction.

The law firm is working on projects that involve the development of four factories in different areas of the country.

The firm was involved in the transactions of two commercial centers

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Real Estate

and an industrial space.

The law firm is involved in duediligence projects for real estate, from infield to historical monuments.

The firm has projects such as the renting of industrial buildings, factories or ‘build to lease’ projects.

Specialist lawyers: Sorin David, Anda Rojanschi, Georgiana Balan, Andrei Vlasin.

DENTONS EUROPE - ZIZZICARADJA SI ASOCIATII SPARL

Advised Metro Cash & Carry in the largest logistics transaction of 2018, the relocation of all its logistics operations under one roof.

Advising Turkish-Saudi investor group Advice on €22 million acquisition of working farm from French investor, including approximately 2,800 ha of arable land.

Advised a Luxembourg-based real estate company on the acquisition of landmark properties in Bucharest, including a landmark office building, a historical building and various plots of agricultural land, a very challenging and complex transaction, including advice on Romanian matters of the transaction and complex due diligence.

Assisting White Star Real Estate SRL in connection with various title and real estate/financing matters, including due diligence, specifically land ownership certificate-related issues and title insurance in the context of the contemplated acquisition of shares or assets of a technology park located in Cluj-Napoca.

Advising Atrium European Real Estate Ltd. on the sale of a land located in Arad, Pitesti and Constanta.

Specialist lawyers: Perry Zizzi, Bogdan Papandopol.

DOBRINESCU DOBREV SCA

The cancellation of the urbanistic plan of 6th District of Bucharest, for nonfulfillment of legality criteria.

Saving the green area located on Elena Vacarescu street, following a litigation regarding the way in which it was realized its retrocession to the former owners. The City Hall of 1st District was obliged to redeem the area.

Specialist lawyer: Dumitru Dobrev.

EVERSHEDS SUTHERLAND ROMANIA

Advised NEPI Rockcastle on a real estate transaction regarding the development phase of Promenada Craiova Mall, the biggest retail project

from Oltenia. The law firm’s involvement and assistance consisted of complex due diligence exercises, negotiating the relevant pre-sale-purchase agreements and subsequent sale-purchase agreement with the concerned seller, including followup on the completion of specific conditions precedent.

Assisted Microsoft Romania in further leasing 22,905 square meters and 500 parking spaces in Campus 6 office complex developed by Swedish investor Skanska in Bucharest in the biggest office rentals transaction sealed last year in Romania. The law firm has been actively involved in multiple negotiation sessions with various landlords in Bucharest and/ or Timisoara so as to secure the leasing processes for Microsoft new office spaces.

The law firm continues to regularly advise their long-standing client, Volvo Romania, in connection to various real estate projects, either freeholds or leaseholds, primarily related to the client’s trucks business spread throughout Romania. The involvement ranges from auditing existing projects to drafting project documentation, advising on negotiations with landlords, as well as assisting the client during the implementation phase of projects, due diligence exercises, negotiation and execution of transaction documents, as well as all follow-up matters.

The firm is advising Agrana Romania regarding any day-to-day matters related to real estate. Moreover, the law firm is currently advising the company in relation to an intra-group assessment and transaction pertaining to its largest real estate assets.

The law firm has been actively involved in a complex real estate refinancing process of the loan granted to the Client by UniCredit Bank Austria AG, up to an amount of €30 million. Such exercise included reviewing the relevant security documents, including mortgage agreements, precise identification of the relevant assets as well as in-depth assessment of the legal standing of the concerned mortgaged real estates.

Specialist lawyers: Cristian Lina, Cristian Guia, Carolina Pletniuc, Cristina Rosca, Mihaela Spiridon, Luiza Catalinescu.

FILIP & COMPANY

Assisting Forte Partners, a local developer, very active on the Romanian market, in connection to the sale of The Bridge office project located in centerwestern Bucharest, comprising three office buildings with a total gross leasable area

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of over 100,000 square meters, by way of share transfer to Dedeman, a local investor.

Assisting Centrul Medical Unirea, one of the leading private healthcare providers in Romania operating under the brand Regina Maria, in relation to the acquisition of an integrated network of a regional private health hospital and satellite clinics, by way of a complex transaction entailing both a share deal and assets deals. The law firm is assisting the client throughout the entire process of the transaction, which included also a full title due diligence on all real estate properties and on real estate permitting aspects.

Assisting the British group, Kingfisher PLC, one of the largest European DIY chains, present in Romania through the Brico Depot brand, in the acquisition of Praktiker Romania, which currently operates 26 units and is one of the largest DIY retailers in the country. The transaction was very important for the British group, as it consolidated its position in a rapidly growing market.

Specialist lawyers: Ioana Roman, Alexandru Birsan, Mihaela Ispas.

GRUIA DUFAUT LAW OFFICE

Advised a major multinational company operating in logistics and freight activities in connection with the development of a complex logistic project: land purchase, constructions and facility extension.

Advised a French group operating in the food industry in relation with the sale of its factory and of the land related thereto.

Advised an spare parts manufacturer in automotive industry in connection with the extension of its production facilities: land purchase, drafting of construction contracts.

Due diligence for an important French group specialized in fuel distribution in the acquisition of the land for developing gas station, drafting of the documents related thereto.

Specialist lawyers: Cristina Bojica, Teodora Koletsis, Loredana Van de Waart, Dana Gruia Dufaut.

IONESCU SI SAVA

The law firm’s real estate team, is assisting Ethos House SRL, an active player on the Bucharest real estate market. The team has provided legal assistance in concluding several real estate transactions, participating from the negotiation phase to the closing of the deals. The team is constantly assisting the client in drafting and reviewing the lease agreements

Which Lawyer in Romania

concluded by the client with its tenants, as well as in all corporate related matters.

Moreover, the law firm is representing the client before national authorities with regard to the necessary authorizations and permits for the development of real estates.

The firm’s real estate team, assisted Solvency Project SA, a real estate owner, during the sale of several industrial warehouses located in Timisoara, the transactions amounting to more than €2.5 million. The team provided legal assistance and consultancy services to the client throughout the entire sale process, starting with the drafting of the sale documentation, participating to the negotiation process and representing it before all private entities: banks, buy sides, legal counsels etc. and public authorities: public notary, Trade Register etc., for successfully closing the transactions.

The law firm’s real estate team, assisted VMP Vehicle SRL in concluding a general contractor agreement for a multifamily building, part of a four buildings residential complex located in Sinaia. The team assisted priorly the client throughout the purchase process of the real estate from a Romanian bank, reviewing the sale documentation, representing the client before the seller and assisting it in successfully closing the transaction. At the same time, the team assisted the client in concluding a preliminary sale-purchase agreement for another building, part of the same residential complex.

The real estate team, together with the corporate team, are providing consultancy services to Resolute Asset Management Romania SRL, which activates in the real estate field, performing asset and property management of various commercial centers and industrial warehouses. The firm’s services include, amongst other, opinions on the legal requirements the real estate must comply with, such as fire-fighting, security, environment etc., drafting lease agreements, participating to negotiations with the client’s tenants, assisting the client in concluding, suspending, ceasing the lease agreements, filling legal claims before the national courts with regard to the fulfilment of the tenants’ obligations.

The law firm’s team is assisting two important commercial centers in Romania, namely Focsani Mall, owned by Bel Rom Sapte SRL and Hello Shopping Park, owned by Hello Shopping Park SRL, in their day-to-day activity, as well as in all matters related to the real estates, including: opinions on legal requirements related to fire-fighting, security, environment etc., drafting lease agreements, participating to negotiations

with the clients’ tenants, assisting the clients in concluding, suspending, ceasing the lease agreements, filling legal claims before the national courts with regard to the fulfilment of the tenants’ obligations.

Specialist lawyers: Radu Ionescu, Alina Neagu, Traian Pasca, Alexandru Tache, Roxana Iordache, Vlad Stoica.

KINSTELLAR

The law firm has been named sellside counsel to Logicor in the sale of the Romanian portfolio, Project Trajan, consisting of several income producing assets together with a substantial land bank, valued at over €120 million, a deal expected to be one of the largest prime property transactions in Romania in 2019.

The firm has been appointed as sell-side counsel for Cromwell Property Group, one of Europe’s largest property managers, on the sale of two industrial parks in Romania: A1 Industrial Park and Domnesti. The law fimr has handled all matters, including due diligence and preparation and negotiation of transaction documentation.

Acted on behalf of Lion’s Head Investments, a joint venture controlled by the property division of Old Mutual, South Africa’s largest insurance company, and owner of income-producing commercial properties in Central and Eastern Europe, on the closing of Lion’s Head Investments’ acquisition of Building C in Oregon Park from Portland Trust. The team previously worked on the acquisition of Building A and Building B in June 2018 in a complex, cross-border matter involving both our Romanian and Bulgarian offices. This time, the Bucharest team tackled all aspects related to the acquisition, including detailed due diligence of the property, negotiation of share sale-purchase and forward purchase agreements, title insurance review and numerous other ancillary documents. The acquisition of Oregon Park C is one of the largest Romanian office transactions in 2019.

Advised Ballymore Group, one of London and Dublin’s most active property developers, on the sale of a real property located in Brașov, Romania to Mitiska REIM, an active retail park investor.

The law firm is advising VGP Parks, a leading listed European industrial developer in a joint venture with insurance giant Allianz, on its various matters in Romania, including two ongoing acquisitions. The team is handling all matters, including full due diligence and transaction structuring and negotiation.

Specialist lawyer: Victor Constantinescu.

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Real Estate

LOSPA LAWYERS

Assisting Max Junior Project Romania with the negotiation of various agreements and with dealing with nonperforming contractors and subcontractors jeopardizing the timely opening of building projects. The work included legal assistance in drafting, specific contracts in the construction business, including FIDIC-type contracts for various investment projects: industrial parks, hotels, business centres, residential compounds.

The law firm’s knowledge was sought

by Co.Edi.Sol Italia in connection with various legal issues pertaining to financing three photovoltaic projects located in Romania, including an assessment on complex legal issues in the real estate field.

Specialist Lawyer: Paul Lospa.

MPR PARTNERS | MARAVELA, POPESCU & ROMAN

Advised Betty Ice, major frozen goods manufacturer, in its takeover by Unilever, leading European group, with complex real estate matters, including carve out transfer of several of the ice cream shops.

Advising B Braun Avitum, a global medical & pharma group, with respect to all real estate matters pertaining to the acquisition of several dialysis centers, cross border mandate involving Romania, Moldova and other CEE jurisdictions.

Assisting Alpha Parking, part of Interparking group, a major car parks developer and operator in various projects with an essential real estate component.

Retained to advise a major real estate development group, part of Adam Europe Real Estate, with numerous projects carried out on the European market, regarding the sale of an impressively modern and large office space building in Bucharest.

Assisting a German based important construction industry player, regarding the high value development of a residential project in Romania.

Specialist Lawyer: Alexandra Rimbu.

MARKO & UDREA

Assisting a leading home improvement and gardening retailer in the acquisition of assets in view of the development of a new project.

Assisting an FMCG retailer in the process of developing its supermarket network across the country.

Legal assistance provided to a company from the oil&gas distribution field in the process of developing its distribution network.

Assisting a developer in a transaction involving the acquisition of assets for the

Which Lawyer in Romania

Real Estate

subsequent development of a mixed project.

Specialist lawyers: Eszter Marko, Adela Udrea, Gabriel Udrea.

MITEL & ASOCIATII

The law firm is advising Rewe, a leading retailer, regarding land acquisitions in order to open several supermarkets across Romania, as part of its expansion strategy. The firm has put together a multidisciplinary team of experienced lawyers, capable to work round the clock so as to provide services in accordance with the high expectations and tight schedule of the client.

The firm is advising Immofinanz Services Romania, one of the largest real estate players on the local market, regarding the process of selling the land.

The firm has put together a multidisciplinary team of experienced lawyers, capable to work round the clock so as to provide services in accordance with the high expectations and tight schedule of the client.

Advised the project companies of Alpha Bank in connection with the sale of more than 600 apartments held in Doamna Ghica Plaza and Privighetorilor residential projects, developed by Romfelt - Cordia Residence.

Advised Grupo Harmonia in connection with the restructuring of its real estate portfolio and the sale of its residential project located in the northern part of Bucharest. Also, the team has provided legal counselling in relation to the Alta Vista Project, a new real estate development project involving approximately 600 apartments.

Specialist lawyer: Ioana Negrea.

MUSAT & ASOCIATIII

Assisting leading real estate developer Belvedere Development SRL in connection with a wide range of legal issues related to the ongoing development of the innovative Belvedere Residence project, a major development in northern Bucharest consisting of 1,566 apartments and significant commercial space in 13 buildings. In 2018, after performing a comprehensive and multifaceted due diligence process, the law firm assisted the client with the sale of a vacant plot of land, initially considered as part of the residential project, to an investment fund focused on real estate developments. The transaction had certain particularities as the client already obtained the relevant building permits for the development of the project while the buyer imposed its own specific parameters. Post-completion

matters are still ongoing in the context of a continuing partnership between our client and the buyer, e.g. relating to the creation of an easement right on the neighbouring land of the seller and the seller’s entitlement to further use its trade/company and domain names in its commercial activity. A further transaction is also expected to occur soon, as the SPA contains a buy-back clause for retail space to be developed on the acquired land.

Advising Buck Consultants (Administration & Investment) Limited, the Romanian branch of a leading worldwide provider of integrated human resources, benefits and administration, and investment consulting services worldwide, in connection with its relocation and signing of a corporate lease in Iasi City. The client is keen to complete its relocation by the end of August as its current lease is due to expire soon, a challenging mandate since Iasi is currently a landlord rather than a tenant market. After an in-depth assessment via the brokerage company, the client decided to relocate to one of the most attractive office building in the city centre, meeting its space, cost and location criteria. The firm’s involvement focuses on reviewing the lease agreement and related documentation as well as engaging in negotiation with the landlord while ensuring the tight deadlines and the client’s specific requirements are met.

Providing legal assistance to business development specialists NeiCo Grup in connection with the potential sale of a property located in Pipera, in the Northern part of Bucharest. The specifics of this mandate reside in the fact that several encumbrances have been created on the property over the years, it being labelled as a ‘distressed’ asset in the portfolio of the financing bank and eventually subject to an NPL sale. The potential buyers are interested in acquiring a clean property and tough negotiations are currently being held with the existing tenant, who is reluctant to agree to the transaction. This matter highlights the practice’s experience in tenant negotiation and strong record dealing with difficult encumbrances.

Providing legal services to Kaufland in connection with various real estate acquisitions in Romania during its expansion process. Currently, the law firm is advising the client in connection with 11 land purchases in different areas of the country: Bucharest, Sovata, Cluj, Eforie, Moreni, Barlad, Bals, Sibiu, Dej, Targoviste etc., in each case performing various legal work, from preliminary due diligence on the current title to in-depth analysis of the ownership chain, legal 96

assessment on the urbanistic parameters and the compliance of the permitting procedure, reviewing and negotiating the PreSPAs, SPAs, development agreements etc. In most of the cases, since Kaufland is interested in large surfaces, the property is formed of small plots with different ownership chains and various challenging legal matters to be considered. Deadlines are rather tight, while negotiations with owners, non-businessmen, may prove very difficult. Interesting legal issues are faced by the team during due diligence process, such as those related to title restitutions via court judgements pending the administrative procedure with the Land Law Commission, title under ownership certificates following privatization, title rectifications and underlying procedure, consecutive intra-group transfers between previous owners and related aspects and non-registered servitudes and similar rights, resulting from various documents.

Advising Adesgo, a European market leader in the production of women’s underclothing, in connection with various matters concerning its real estates in Romania. The mandate continues to focus on clarifying ownership-related matters, identifying potential risks and related remedies, as well as representing the client in front of the authorities in connection with two main properties owned by the client in Romania. With respect to the client’s main property, the team is dealing with the restriction of the client’s ownership rights and the impossibility to sell caused by the authorities’ incapability to uphold the legal deadline established for the finalization of the restitution process in Romania. Due to the lack of other options, the client decided to submit a file with the competent court to compel the authorities to solve the restitution claims that are encumbering the property. The work is interesting, especially considering that Romania is not a precedent based country and therefore it is very difficult if not impossible to predict with certainty how a court of law would rule. In the cases at hand, in each file a different opinion has been issued, therefore, the team is working for unifying as much as possible the decisions rendered by the courts. The other land owned by the client is partly occupied by a public kindergarten: Due to certain inconsistencies regarding ownership of the building erected over the land, another file was submitted to the court to seek clarification on this legal situation and to render the land free of any occupancies. In terms of credentials, the team gathered substantial expertise in real estate litigations, being involved in

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Real Estate

restitutions, files meant to clear the land from encumbrances, enforcement of immovable mortgages etc.

Specialist lawyers: Monia Dobrescu, Madalina Trifan, Alina Solschi, Valentin Ciltea, Andrei Bran, George Cata, Stefana Bogdan.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance to one of the most active real estate investment companies in the SEE and CEE markets in the acquisition of 136,000 square meters of land.

Assistance to a full-service commercial real estate developer in the acquisition of a major industrial and logistic platform.

Assistance to a leading real estate development and investment company in CEE in the acquisition of approximately 4.5 ha of land in Bucharest, one of the largest land transactions in Bucharest in 2018.

Assistance to one of the most active real estate investment companies in the SEE and CEE markets in drafting the joint venture agreements regarding approximately 100 million square meters land in Constanta.

Specialist lawyers: Ioana Niculeasa, Vlad Tanase, Lavinia Ionita Rasmussen.

NOERR

The law firm is advising Kaufland for many years, from their footprint in CEE to all expansion projects and daily business challenges and activities. Complex advice in Romania on a large number of hypermarket openings: 126 opened hypermarkets.

Advice Peikko Group Corporation on the acquisition of a manufacturing plant near Bucharest from the Swedish group SSAB’s local subsidiary including advice on all legal aspects of the purchase, as well as tax issues regarding the applicable VAT treatment and also finance advice related to the negotiation and implementation of a notional cash pool, in which a significant number of the Group’s companies from different EU jurisdictions were included.

Assistance for Element Industrial on the acquisition of the land plots envisaged for the erection of ELI Park 1, a class A logistic park located on DN7, at the exit from Chitila, including the legal due diligence process and transaction assistance, as well as assistance on an industrial lease agreement template to be used for future tenants within the park and the initial tax structuring.

Advising a leading manufacturer of agricultural engineering equipment on the acquisition of several land plots near Bucharest for the construction of a

new building complex, office building, showrooms, workshops/training rooms and a warehouse for spare parts, as well as on the permitting thereof.

Advising Rohde and Schwarz Topex on the negotiation and signing of the lease agreement with Immofinanz for their new headquarters, the client having leased 8,000 square meters in the new myhive IRIDE nineteen, that will accommodate both the Production and Systems Integrating area on the ground and first floors and the offices on the second and third floors.

Specialist lawyers: Roxana Dudau, Magdalena Lupoi, Rusandra Sandu, Iunia Nagy, Diana Rizea, Alexandru Dan, Oana Piticas, Raluca Botea.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Assited Dedeman on: the acquisition of The Office, the acquisition of The Bridge and the joint venture with Element Invest for the development of Eli Park 1.

Advised River Development on the development of Sema Parc and The Light.

Legal assistance for Crisware and Hexagon Developments on the development of Advancity Business Center, Vivido Business Center and Cube in Cluj.

Assisted P3 Logistic Parks on the acquisition of Craiova Logistics.

Advised Cross City on the development of Estoria City.

Specialist lawyers: Valentin Creata, Florian Nitu, Ioana Sampek.

RTPR ALLEN & OVERY

The law firm has advised ING Tech, the global software development hub of the ING group, on the lease of an office space with an area of 13,000 square meters for the new headquarters of the company. The space is located in Dacia One building, next to former Victoria Casino and is developed by Atenor Group.

Advised Regus on several lease agreements for office spaces. One of the firm’s long-standing clients is Regus, the biggest, most well-known and active provider of serviced business offices on Romanian market having 11 opened locations in Bucharest, most of them being negotiated with the assistance of our real estate team. The regular work for them covers negotiation of Head of Terms and lease agreements with their tenants for their exclusive locations in Bucharest. During the past 12 months the law firm has advised them in negotiations with seven different developers, Anchor Group, Skanska, Unirii View, Dorobanti Offices, Portland Trust Developments, Sun Plaza - Societate 98

Dezvoltare Comercial Sudului SRL, Tiriac - Global East European Investment SRL, for their expansion in new offices in top locations in Bucharest for an aggregate of approximately 17,100 square meters of gross lettable area.

The firm advised Raiffeisen Bank International AG and its Romanian subsidiary Raiffeisen Bank SA in respect of the €33.5 million financing to CTPark Eta SRL for the development of the new building ‘BUW 14’ within the CTPark Bucharest West I P. CTP is a leading real estate developer: building, managing and delivering custom-built, high-tech business parks throughout Central and Eastern Europe.

Advised Prime Kapital on the acquisition of a shopping mall in the west side of Romania. The law firm’s assistance consisted, among others, of a detailed review of real estate related matters in relation to the construction of the mall and the title to land where the mall is built and the assistance related to obtaining of title insurance in relation to the real estate property, as well as preparing a due diligence on the target and the shopping mall, negotiating the sale-purchase agreement and the ancillary documentation and obtaining the Competition Council clearance for the transaction.

The law firm has advised European Bank for Reconstruction and Development and ING Bank NV Amsterdam - Bucharest Branch on a €96 million financing for CTPark Bucharest logistics park located on the A1 Bucharest-Pitesti motorway and owned by CTP Group, one of the most active investors in industrial and logistics spaces in Romania.

Specialist lawyers: Alexandru Retevoescu, Ianita Tui, Cosmin Tilea, Mihai Ristici.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted London Partners with the acquisition of a plot with an approximate area of 29,000 square meters, located in the Expozitiei Area, one of the fastest developing areas in Bucharest. The scope of the firm’s engagement includes carrying out a legal due diligence, coordinating the technical due diligence, drafting and negotiating the pre-agreement, drafting and negotiating the sale and purchase agreement.

Assisted Cordia Parcului Residential Project SRL, a local subsidiary of Cordia International Hungary, one of the leading real estate developers and investors in CEE and one of the top 20 largest developers

DEȘEURILE DIN ECHIPAMENTE DE ILUMINAT CONȚIN SUBSTANȚE PERICULOASE, GAZE RARE ȘI METALE GRELE, CARE POLUEAZĂ NATURA.

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in Europe on the development of the first smart home concept residential project in Bucharest. The law firm’s scope includes: drafting the full set of agreements in relation to the sale of the units, template reservation agreement, template pre-agreement and sale and purchase agreement, condominium rules and regulations, constitution of owners’ association, and representing the client during various negotiation rounds with the buyers of units.

Assisting Hagag Development Victoriei 139 SRL and Hagag Development Pallady 66 SRL, in relation to their residential and retail projects developed on Calea Victoriei Boulevard, respectively on Primaverii neighborhood. The law firm’s scope includes: drafting the full set of agreements in relation to the sale of the units as well as the draft lease agreement to be entered into with the future occupiers of the retail premises and representing the client during various negotiation rounds with the buyers of units and future tenants of the retail premises, only for Calea Victoriei project.

Assisted World Class Romania with several leases of premises: a)1,300 square meters, located in Eroii Revolutiei Street; b)3,400 square meters to be built within a large mixed-use real estate development in Timisoara; c)1,600 square meters located within Tomis Mall Constanta; d)2,200 square meters located within Grand Marriot Hotel; e) re-letting the premises of 1,400 square meters, located within Iulius Mall Cluj; f)1,300 square meters located within Oregon Park Business Center, a 24,500 square meters mixed use development by Portland Trust located in an upcoming area in North Bucharest; g)relocation of World Class Ploiesti, within a premises of 1,100 square meters, located in Afi Palace Ploiesti; h)1,650 square meters located in the upcoming Afi Palace Brasov; i)1,350 square meters located in Colosseum Centre Shopping Mall; j)re-letting the 2,200 square meters premises located within Radisson Blu Hotel, Bucharest.

Assisted Hervis Sports & Fashion SRL in relation to the: lease of office premises with an area of 512 square meters in Expo Business Park including revision of the draft lease agreement and negotiations and lease of premises with an area of approximately 900 square meters in Electroputere Parc Craiova, the first shopping mall in the South of Romania.

Namely, the law firm’s tasks ranged from revising the drafts lease agreement to negotiating the leases.

Specialist lawyer: Silviu Stratulat.

SUCIU POPA

Advising Delta Bloc International, part of Kirchdorfer Industries Group, a leading company acting in the production and supply of cement, raw materials and precast products in connection with the contracting process for a large national infrastructure project for concrete vehicle road restraint systems with an overall value of over €100 million. The legal assistance covered drafting and negotiation of all contracts with the beneficiary and the sub-contractors, including various subsequent construction agreements to be concluded by Delta Bloc International, as general contractor, with the Romanian authority.

Advised Enel Distributie Muntenia SA and Enel Romania SA, on the conclusion of two long-term office lease agreements for the relocation of the companies’ headquarters in a new building located in the centre of Bucharest. The mandate revolved around complex issues related to the drafting, negotiation and execution of the two contracts, as well as advising the client in relation to critical aspects entailed by the fitting-out of the building, the takeover of the premises, as well as various regulatory aspects relevant for this transaction.

Advised Ribera Salud Infraestructuras SLU, part of Ribera Salud SA, in connection with the structuring of a contracting project for the construction and fitting-out of a public hospital. The mandate involved legal assistance on of the relevant procurement, real-estate and permitting issues of the project, as well as advice on the structuring of the bid and contract documentation.

Assisting KMG International on a variety of construction and real estate issues, from the structuring and implementation of several industrial projects such as the development of a dozen of gas stations package to the building of a co-generation power plant in the South of Romania to various lease agreements for the day to day activity of the client’s activity Advising Black Sea Oil & Gas in the negotiation of a senior secured reservebased revolving loan facility together with an uncommitted accordion option, including the securities package for Romanian jurisdiction and the contractual arrangements with sponsors, Romanian EPCIC contractor and Romanian gas off-takers. The facility is made available by Societe Generale - London Branch, BRD Groupe Societe Generale Romania and Credit Agricole Corporate and Investment Bank as initial mandated lead arrangers to fund project costs of the borrowers, BSOG, also acting as Project Operator, Petro Ventures Resources SRL and Gas Plus International BV, for the development and operation of the Ana and Doina gas 100

discoveries on XV Midia Block, offshore Romania, Black Sea. The law firm is assisting the client in relation with the whole range of legal matters including securities and real estate, set up of movable and immovable mortgages etc. plus their completion as a draw down condition. Additionally, the mandate included extended assistance in connection with the settlement of several real estate issues, mainly in connection with project permitting related matters, as these resulted from the due diligence process undertaken by the lenders’ consultants and which were reflected as CPs/CS under the Finance Documents.

Specialist Lawyers: Miruna Suciu, Luminita Popa, Crina Ciobanu, Vlad Cordea, Siranus Hahamian

TUCA ZBARCEA & ASOCIATII

Advising Morgan Stanley, MSREF Real Estate Advisor Inc., in connection with the acquisition of America House Office Building, a landmark office building located in Bucharest CBD, and Promenada Shopping Mall Targu Mures from AEW. Advising Carrefour on all aspects related to the expansion of the hypermarket and supermarket network, including performance of legal due diligence reviews in connection with the ownership right over the projects site, as well as assistance and representation during the negotiation of the relevant transaction documents.

Advising Premier Restaurants Romania, McDonald’s, on all legal issues related to the global expansion plans in Romania.

Advising a real estate developer in connection with the acquisition of four large plots of land in Bucharest for the development of residential projects.

Advising Al Dahra on its expansion on the local market further to the acquisition of Agricost SA Braila.

Specialist lawyers: Razvan Gheorghiu-Testa, Dan Borbely.

VLASCEANU, ENE & PARTNERS

For more than two years, the law firm took over the responsibilities of the former internal permitting department of the third gas producer in Romania. The firm ensures the project management for obtaining the building and demolition permits for the client’s projects, proving not only strong legal knowledge, but also analytical, commercial and negotiation skills. The mandate includes performing all necessary formalities for obtaining the required permits, handling all activities from the very planning of the projects up to the issuance of the construction/demolition permits, ensuring the project management and cooperation with/ between the client’s internal departments,

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preparing and presenting position papers/ letters in front of the competent authorities, for speeding up/unblocking the permitting process, if the case.

The law firm assisted an integrated energy player in the renewable energy spectrum, in the acquisition of two companies, each owning a wind park in S-E Romania.

The mandate included performing a due diligence analysis on real estate, corporate and insolvency, employment, regulatory, environment, contracts and litigation aspects in order to provide the client with an updated view of the material legal issues of the wind power parks prior to the acquisition.

The law firm assisted the sixth producer of natural gas in Romania in preparing its defense before the Romanian Constitutional Court in relation to a legal text regarding computation the rental fee for a land surface necessary to build a gas well. The team brought strong arguments in favour of the constitutionality of the challenged legal text and, eventually, the file was rejected by the Constitutional Court.

The law firm advised an oil&gas license titleholder in: (i) analyzing the legal framework regulating the permits, endorsements, approvals, licenses and authorizations needed for construction and operation of a gas treatment plant; (ii) offering practical insights and guidance through the challenges of often conflicting views of the authorities/entities involved in the permitting procedures and (iii) preparing a timeline of all the required permits presenting their interdependencies and interactions till putting into function of said gas treatment plant.

The law firm assisted the fourth producer of natural gas in Romania in coordinating its day-to-day permitting activity for obtaining the relevant permits and securing the land for the construction projects of gas production objectives. The team handled both the legal and the project management operations, closely monitoring the individual and collective actions of the project team. The firm also kept a thorough track of the projects, the activity also including the drafting and presentation of position papers and the direct contact with the competent authorities.

Specialist Lawyers: Daniel Vlasceanu, Stefan Ene, Raluca Spinu, Raluca Teodorescu, Mihaela Farin.

VOICU & FILIPESCU SCA

Ongoing assistance to a major regional retailer active on the Romanian market in connection with its retail chain expansion in Romania. Some of the most relevant projects include assistance in a series of real estate acquisitions of major, mid and small locations throughout the country

starting from conducting due diligence legal investigations on acquisitions, negotiation and drafting of transaction documents, as well as completing transactions and a series of lease agreements. In addition, the law firm’s services also cover revising and negotiating project management agreements, general constructor agreement and agreements with sub-contractors, constructions design, general undertaking agreements, agreements with public utilities suppliers among others.

Ongoing complex assistance to a group of companies, important real estate developers acting on the Romanian market, in relation to its real estate acquisitions and development of projects including extensive assistance related to financing and development of several Retail Parks in many cities in Romania starting from the first phases of the projects to exits from all these projects.

Recent assignments included assistance in connection with refinancing of the retail park located in Botosani by renegotiation of terms with the financing bank. The team has conducted due diligence investigations on the financial refinance scheme and assisted the client in the negotiation and conclusion of the financing documents and security package, second stage development of the project was also covered.

Assistance to a major international player on the textiles and interior design accessories market in connection to his business activity in Romania, including related to the acquisition of 100% of the owner of the logistic park located in Miercurea Sibiului and assistance in the process of extending the industrial facility with new halls and lease thereof to other tenants of the park.

Assistance to a British Fund, the asset manager under a global investment company based in UK in various transactions related to the acquisition of distressed real estates and reconversion into residential projects.

Rendered services covered assistance in the due diligence procedure over the real estate and assistance in connection with the insolvency and bankruptcy procedures pending and alternatives for exit. Some of the projects are still in advanced phase of negotiations.

Assistance to a major IT solutions company US based in relation to its presence in Romania including real estate aspects pertaining to moving premises of client’s entities by letting office space situated in several different office buildings in Bucharest as well as by extending the office spaces due to expansion of activity of the client in Romania.

Specialist lawyers: Roxana Negutu, Marta Popa.

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WOLF THEISS

Real Estate

Advised Banca Comerciala Romana SA, one of our recurring major clients, in relation to a €14 million real estate refinancing of an office building located in Bucharest consisting of approximately 10,000 square meters of office and retail spaces and 85 underground parking spaces. The law firm led the transaction from a legal perspective and performed a comprehensive due diligence on the subject property, the Olympia Tower, including from a planning and construction perspective. The transaction posed intricate issues due to the factual circumstances related to the decision of the current ultimate beneficiaries to sell the property and the ongoing discussions with a potential new buyer. Completion Date: December 2018.

The law firm assisted Domaine Vinarte, Company Founded in 2016 through the takeover of the heritage of Vinarte SA, one of the oldest and most important players in the Romanian wine business, in the sale of prominent Romanian winery, Zoresti winery in Buzau county, to Sarica Niculitel, a Romanian wine producer headquartered in Bucharest, for a value of approximately €1.5 million. The transaction included the Prince Matei wine brand, one of the most renowned Romanian wines, as well as 90 ha of premium vineyard and all related production assets, trademarks, and personnel. Completion Date: February 2019.

Advising Erste Group in relation to the refinancing of seven retails parks held by Intercora Property SRL Bucharest, Ploiesti, Arad, Buzau, Medias, Slobozia and Resita, including the drafting and negotiation of the finance documents, as well as with the performance of due diligence in relation to the mortgaged real estate. Completion Date: Ongoing.

The law firm advised Banca Comerciala Romana in connection with a €50 million long term facility, granted to a Romanian special vehicle company ultimately held by MAS Real Estate for the purposes of financing and refinancing the acquisition costs of Militari Shopping Center, a 51,400 square metres retail park located in Bucharest, Romania, 303 Iuliu Maniu Blvd. The transaction is one of the largest in the sector, marking the exit of Atrium European Real Estate Limited from Romania. The firm advised on the financing documentation as well as on the due diligence matters regarding the title over the property. Completion Date: December 2018.

Specialist lawyers: Bryan Wilson Jardine, Claudia Chiper 

COM PETI TION

COM PETI

M

Which Lawyer in Romania

Competition

COMPETITION LAWYERS GET BUSY FOLLOWING COMPETITION COUNCIL INCREASED ACTIVITY

The large number of sanctioning decisions issued by the Competition Council in 2018 created the base of a very active practice for competition lawyers, assisting clients in court challenges, compliance programs or ongoing investigations. 

Which Lawyer in Romania

Competition

“Companies benefit of useful guidance regarding the criteria that a competition compliance program should fulfill in order to amount to a mitigating circumstance resulting in a reduction of a potential fine."



The Romanian Compe­tition Council remains one of the most active authorities with an activity that, in certain areas, exceeds that of the neighboring states’ competition authorities.

2018 was from a sanctioning perspective at second highest level of fines in the history of the authority.

So, the question that arise is can companies rely on any formalized criteria which a competition compliance program should have fulfilled in order to be accepted as a mitigating circumstance by the RCCA? “Companies benefit of useful guidance regarding the criteria that a competition compliance program should fulfill in order to amount to a mitigating circumstance resulting in a reduction of a potential fine,” says Georgeta Dinu, Partner, Head of Competition, State Aid and EU Law Practices, NNDKP . Thus, the Romanian Competition Council has issued a Guide on competition compliance which indicates the essential requirements of such a program, among which two are most important:- first, the strong and clear public position of the top management regarding compliance. The importance of the message the management sends in the organization results from the fact that compliance with antitrust rules is much more than a legal obligation, and each member of the team needs to feel competition compliance is an attitude, an essential pillar of the company culture, with positive impact on the business and on its reputation and ethical image in the market.

Second, tailoring the program to the company’s specific business model and industry.

Tailoring is key, as no standard program can effectively answer particular needs. Should these two “must have” requirements be met, the other criteria such as adopting policies and procedures, appointing a responsible person within the organization, carrying out specific training, controlling observance and imposing adequate sanctions, alongside with

Georgeta Dinu, NNDKP continuous monitoring and evaluation of compliance – then naturally contribute to the success of a compliance program and at the same time to its acceptance as a mitigating circumstance by the Romanian Competition Council.”

Adrian Ster, Partner, D&B David si Baias agrees “there are no set rules regarding the elaboration of a competition compliance program. In fact,” says Ster, “the starting point in the elaboration of competition compliance procedures and policies is the acknowledgement that there is no one-size-fits-all program, which means that, rather than being a mere formality, competition compliance programs must be tailor-made.

Having said that, as a matter of principle every competition compliance program should be based on the same 4-step process: risk identification, risk assessment, risk evaluation and risk management.

The Romanian Competition Council (RCC) recognized the need for guidance in this area and issued relatively recently (end of 2017) a Compliance Guide, which identifies the following elements as part of an effective compliance program: (a) a compliance manual, containing an outline of the main competition provisions, the main competition risks deriving from the activity of the company, the recommended course of conduct in sensitive situations in relation to both management and operational decisions.

At the same time, it should also include monitoring procedures, as well as disciplinary measures against employees found in breach of these rules; and

“The specific statutory requirement is that the party only prove the existence and the effective implementation of a competition compliance program.”

Manuela Lupeanu, Musat & Asociatii

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(b) implementation measures, based on the 4-step process mentioned above, which should take into account elements such as the size of the company, its geographical presence, its object of activity, its level in the commercial chain, third-party relations and others.

Insofar as the recognition of the compliance programs as mitigating circumstances, it would be fair to say that the RCC has been extremely open at recognising every compliance program as a mitigating circumstance. However, according to the Compliance Guide, it seems that the RCC is considering changing its position and recognising only those programs which have been properly implemented and are shown to be effective.

Finally, it should be noted that competition compliance programs should not be drafted so as to ensure that meet the criteria to be taken into account as mitigating circumstances, but so as to ensure that there is a higher risk of any competition breach being caught and addressed in the proper manner, so as to limit the company’s exposure.

“Companies have guidance on how to structure their compliance programs,” says Catalin Suliman, Partner, Filip & Company. The challenge is how to properly use the compliance guidelines to prevent competition threats in the organization. To this end, companies are implementing more complex tools than what would be the minimum required.

We have helped various clients to develop working processes and to include competition guidance in their decisionmaking process, especially in sensitive high exposure business projects.”

The Guide on Compliance with Competition Rules, published by the Competition Council in December 2017, goes a long way to providing the necessary criteria in order to draw up a competition compliance program which has a reasonable chance of being accepted by the competition authority as a mitigating circumstance.

“In effect,” says Alexandra Radu,

Which Lawyer in Romania

Competition

Partner, Bulboaca & Asociatii,”the guide contains details regarding the subjects of the compliance, some of the main traits which should define a competition compliance program, as well as part of the information that should be included in such program.

Therefore, there are several elements which can help companies devise a compliance program. Perhaps, one aspect which should companies should pay more attention to is that the content of a compliance program and the implementation of that respective program always have to go hand in hand. In practice, the latter is often somewhat ignored.

Nevertheless, the guide obviously does not offer mathematical precision and, since the competition compliance program will end up being subject to the Competition Council’s analysis and interpretation, there is no certainty that a specific compliance program will be held as a mitigating circumstance.”

D a v id O p re a, Partner, Marko & Udrea argues that “even if this compliance guide does not have a binding force and its implementation does not guarantee the application of the compliance program mitigating circumstance, it is highly recommendable for Romanian businesses to adopt and apply a compliance manual containing the chapters indicated in the guide.”

“In its decisions issued these past years, the Romanian Competition Council has generally shown openness in the application of this mitigating circumstance,” says Manuela Lupeanu, Managing Associate, Musat & Asociatii.

The specific statutory requirement is that the party only prove the existence and the effective implementation of a competition compliance program. Since the legal requirement is quite broad, the Competition Council must undertake some assessment of the substance of the compliance program. The legal provisions allow each investigated party to develop the expectation of having this mitigating circumstance apply, if actions have been taken in applying a competition law compliance related program. The RCC’s Guide regarding Compliance with Competition Rules provides some additional clarity as to some elements that the RCC is particularly

keen to see addressed in such programs (seen as best practices) including: (i) the formal transposition of a commitment to comply with competition law rules; (ii) an indication of the relevant legal provisions of competition law; (iii) some indications on the company’s commercial behavior internally and externally, including market-specific aspects; (iv) monitoring procedures; and (v) specific indications related to the employee’s responsibility for breaches of competition law. The RCC’s practice has usually been so as to consider the attendance (of usually decision-markers in the company) to competition-law related courses, training and tests as sufficient for the existence of a competition-law compliance program in the sense required

be refreshed regularly and also the program should encourage the staff to report any non-compliance.”

Mihaela Ion, Partner, Popovici Nitu Stoica & Asociatii argues that since the end of 2017, companies have gained more visibility on RCC’s expectations when it comes to competition compliance programs. “Indeed, the RCC has issued a specific Guide on Compliance with Competition Rules, which has set out the general legal framework for competition compliance programs aiming at clarifying the main characteristics of such programs. Beforehand, as in other jurisdictions the criteria laid down by the Guide already existed, companies had internal competition compliance programs which broadly followed RCC’s Guide, but could not rely on any formalized and precise criteria.

“The challenge is how However, the Guide sheds to properly use no light on the procedural aspects in relation to the the compliance assessment of competition guidelines to prevent compliance program from its competition threats qualification as a mitigating circumstance perspective. Only in the organization.”

RCC’s substantial assessment procedure of competition Catalin Suliman, programs has been simplified as Filip & Company the RCC will check the fulfillment of precise pre-established criteria. by the legal provision concerning the Nonetheless, such procedural aspects application of such mitigating circumstance have been clarified by RCC’s practice. in competition law investigations.”

Thus, in the last time, in the context of When preparing their compliance ongoing investigations, the RCC requests programs, companies may rely on companies to provide, if the case, all the RCCA’s guidelines on competition materials linked to the implementation compliance, which provides the essential of competition compliance program, in factors of an effective compliance order for the RCC to establish whether the program. “However,” says Madalina program may be deemed as a mitigating Constantin, Managing Counsel, Dentons circumstance or not.

Europe, “guidelines may not be construed With respect to the Guide’s content, the as a formalized framework mandatory key criterion is the effective implementation to be observed. It is important for the of the competition compliance program. companies to have and be able to prove Such effective implementation revolves the implementation of a compliance around 3 main pillars: organizational program in order to benefit by a mitigating measures, competition law training and circumstance.” monitoring, audit & testing measures.

“It will not be sufficient for an entity In light of the above, according to show that it has drafted a compliance to the Guide, an effective competition policy if it cannot also substantiate that the compliance program implies at least the following: policy has actually been disseminated at the level of the organization and that the Organizational measures – Firstly, the relevant individuals have been trained in compliance program must be materialized this respect,” says Oana Dobre, Senior in the clear, firm & public position of the Associate Eversheds Sutherland Romania. company’s management in the sense of complying with competition rules.

Also, a key element of the compliance program is ensuring that the effectiveness Secondly, at least one person in charge of the program may be measured. For with the implementation of the compliance example, the compliance training should program must be appointed.

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Competition law training - The company must hand over to its employees information materials regarding the main competition rules applicable and organize competition training sessions.

Monitoring, audit & testing measures The company should implement monitoring and testing/control mechanisms in order to assess competition risks & verify the degree of knowledge and awareness with respect to competition regulations.

Under the umbrella of the monitoring scheme, it is advisable to include in the internal regulation a general obligation of complying with competition regulations and to provide disciplinary sanctions for serious competition breaches. In addition, each year the company should draw up a report with respect to competition law compliance identifying the current risks and the measures taken for implementing the compliance program.”

“Although there we cannot say that there are any formalized general criteria for a competition compliance program to “tick” in order to consider it fulfilled, there are various instruments available to companies for the purpose of tailoring and implementing a such program successfully,” says Ana-Maria Kusak, Partner, Stratulat Albulescu. The RCCA regularly issues guidelines with respect to compliance programs, which have as purpose to establish certain directions in relation to the activity the respective undertakings should perform in order to comply with applicable competition restrictions and regulations.

Compliance programs are very important for the evaluation by the RCCA of the company’s approach towards competition regulations and generally represent a mitigating circumstance in cases of suspicion of or even breach of the competition law. Of course, in order to benefit from mitigation, the company must prove that the compliance program was appropriate, efficiently implemented and effective. Collaboration with specialized competition law advisors, with excellent understating of the respective industry and the company’s business is very important in the development process and successful implementation of a competition compliance program.”

“The mere ticking of certain formalized boxes does not guarantee that an offending company will automatically benefit from a mitigating circumstance,” says Andrei Georgescu, Partner, Suciu Popa si Asociatii. As stressed out by the RCAA as well, a compliance program is not an abstract

and formal document, but it needs to be effectively implemented. Training sessions meant to enable personnel to understand, identify and deal with antitrust issues are absolutely mandatory.

Moreover, the RCAA may be able to determine during an investigation if the principles and values of the competition compliance program are actually embedded in the company’s corporate

Competition

information sharing, participation in industry associations and partnerships with potential competitors and public procurement; (iv) due diligence procedures which shall include the M&A process from a competition perspective; (v) an internal consultation desk; (vi) risk management process and procedures; (vii) adequate training and implementation of awareness measures regarding compliance with the competition laws; (viii) reporting channels, such as hot lines or whistleblowing plat forms and internal investigation procedures for plausible complaints; and (ix) specific internal reporting we have noted an increased tendency of lines to the management of the companies to be proactive in this respect; some company which should include have realized that an early competition analysis prevention and remediation might save the company significant money in measures. However, since potential fines – Ligia Berbecar, Wolf Theiss every business has is unique, we recommend a customized compliance program designed ethos or not. If people in key position to identify the (possible) risk exposure, do not enforce the compliance manual a proper and thorough analysis of the and overlook anticompetitive actions or activity and perpetual monitoring of collusions, discourage whistleblowers, sensitive areas.

It should be noted that RCCA does identify anticompetitive behavior but opt not to cooperate with the RCAA, then the not have a procedure to offer companies existence of the compliance manual will compliance certificates nor will it consider/ most probably not obtain a mitigating evaluate such programs regardless of an circumstance. investigation. Also, bear in mind that This being said, a good compliance any anticompetitive practices undertaken manual, tailor made to address the market by an employee could have severe power and position of the addressee implications for the company, even though company and the main anticompetitive the management does not support de risks of its business environment, together facto such practices.” with effective implementation and training Clothing and footwear sales, IT should be able to convince the RCAA consulting services, paid TV channels, that the company is aware and eager to architecture services and IT outsourcing correctly deal with antitrust issues.” services are the sectors with the highest “Based on our experience,” says Ligia level of competition this year, said the Berbecar, Senior Associate, Wolf Theiss President of the Competition Council, companies should implement a competition Bogdan Chiriţoiu, at the presentation of compliance program that would comprise the Report on the evolution of competition at least: (i) the management’s position in key sectors for 2019. towards respecting competition laws and Based on the results of the study based regulations; (ii) assigning one or more on the Aggregate Index of Competitive Pressure (IAPC), the Competition Council persons in charge of the compliance program; (iii) anti-trust policies that should assessed the degree of concentration, include clear rules and examples on various both at national level and in comparison topics such as distribution agreements, with the other EU

tendency

“The starting point in the elaboration of competition compliance procedures and policies is the acknowledgement that there is no one-size-fits-all program."

Adrian Ster, D&B David si Baias

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Competition

the other hand, we find that SMEs, Member States, for eight key sectors that present a high risk of occurrence of antitypically lacking a corporate compliance competitive behavior. structure, are typically less aware of “The data show that, from the analyzed the competition rules or the role of the sectors, those of electricity, gas, insurance, Romanian Competition Council, and, as telecom, food retail and banking are, as a a result, find themselves in violation of level of concentration, below the European the said rules more or less by accident” added Adrian Ster. averages of the respective sectors,” adds Chiriţoiu.

Georgeta Dinu, Partner, Head of “The results obtained from the activity Competition, State Aid and EU Law Practices, NNDKP pointed out that of market monitoring we used to determine distortion of competition may have the Aggregate Index of Competitive multiple causes, which can act either Pressure (HICP) in over 40 industries in key sectors. The analysis of the competition indicators based “One aspect which should on the IAPC showed positive developments in the industries companies should pay of cigarette and food products more attention to (modern retail), but the overall ranking of previous years has is that the content not changed significantly. The of a compliance IT services, which registered program and the the highest level of competition last year, were surpassed this implementation year by the sector of the sale of that respective of clothing and footwear program always have products, and at the opposite pole the cement industry to go hand in hand." and the notary services are maintained,” Bogdan Chiriţoiu Alexandra Radu, said.

Bulboaca & Asociatii We asked law yers that are the main causes of distortion of competition in separately or sometimes combine: the market and if there are there are any specifics to Romania to emphasize?

- legislation may determine or at least ”At the Romanian level the most favor distortion of competition; authorities common cause of distortion appears practices may limit commercial freedom to be horizontal-type agreements, such or impose discriminatory conditions for as cartels, entered into by two or more the companies; companies may find it difficult to assess whether they are competing undertakings, closely followed by vertical-type agreements, which are compliant, since competition rules can agreements between, for example, be quite complex and sometimes even producers and distributors,” says Adrian counterintuitive; therefore, in some of the Ster, Partner, D&B David si Baias. cases, there is a lack of awareness, so what companies may consider a good “This is mainly due to the fact that, for instance, as opposed to other types business decision turns out to be in of prohibited behaviors, the vast majority breach of the law – which shows how of cartel-type agreements are restrictions important and valuable it is to view the competition compliance program as part by objects, where the market shares of of the company culture; market structure the undertakings, market concentration, can also be a relevant factor – the more or the effects of such agreements, are irrelevant in the finding of an infringement transparent, concentrated, stable and of competition rules. At the same time, symmetric a market is, the more it may collusive practices are generally more likely favor distortion of competition.

“One of the main causes of distortion to fly under the radar of the competition authorities since, in their simplest form, of competition in Romania is that the they only require the cooperation of two concept of a free, competitive market is undertakings. still relatively new, with competition being In what concerns Romania, it appears almost absent and unnecessary only 30 that larger (and typically multinational) years ago,” argues Cosmin Pohaci, Senior companies are more aware of, and Associate, Bulboaca & Asociatii. “As a compliant, with competition rules. On consequence,” adds Pohaci, “the principles

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and value of a competitive market are yet to be fully part of the collective mentality.

The Competition Council has made big strides and clearly aided a change, an evolution of this mentality and of these practices. But since the cause is not purely administrative, it is unlikely to be solved entirely by administrative means.

Another cause of competition distortion in Romania is somewhat related to the first, in that the privatization process took a long period to be carried out and is still not over. As a result, for a long time there have been state-owned companies and/ or formerly state-owned companies which used to enjoy and some still enjoy monopoly or quasimonopoly status on the market. Automatically, this increases the risk of abuse of dominant position to be found in relation to those companies.

A third cause, applicable to markets both in Romania and worldwide, is the incessant battle for profit and market share which many companies are having. While in principle this is a positive trait of a free market, some of the companies are naturally tempted to override the rules, which again increases the risk of distorting the competition.”

“The Romanian market is not significantly different from other European markets,” believes Catalin Suliman, Partner, Filip & Company. “However,” he adds, “there is a pressure to grow faster and to increase profits. This pressure sometimes leads to managers trying to implement solutions that interiorize a competition risk. We are trying to guide their decisionmaking process to solutions that are risk free from a competition perspective.

The key point is that any potential grey area may generate a risk in the future which would result in significant loses for the business and the reputation of the company.

Also, even if this was improved over the last years, there are still companies or managers that are not familiar with competition rules or threat them as obstacles in their activity and try to find alternatives to bypass them without considering compliance with them as a viable business alternative.“ Mihaela Ion, Partner, Popovici Nitu Stoica & Asociatii shares the view and says “when it comes to causes of distortion of competition in the market, Romania does not generally depart from other jurisdictions. However, we may

Which Lawyer in Romania

Competition

identify some specificities related to State intervention.

By looking at RCC’s recent practice, distortions of competition in the market arise from the following four main causes: As in any market, the companies generally desire to have more visibility on market conditions aiming at adapting their behavior. On this point,

policies and are becoming more and more aware of the risks of infringing competition law, they do not have full control over their employees’ actions, mainly over their sales force.

On this particular point, we find in RCC’s practice numerous evidences related to anticompetitive actions conducted by employees active in sales force field.

“It is highly recommendable for Romanian businesses to adopt and apply a compliance manual containing the chapters indicated in the guide."

David Oprea, Marko & Udrea

any company wishes to have access to certain information regarding the market and its competitors.

One of the main aims is data collection, including data on pricing which may help companies to adapt more efficiently their pricing policy.

Such approach is not illegitimate in itself. However, there is a fine line between market intelligence and illegal access and exchange of sensitive information especially through inappropriate data collection procedures, which eventually may lead to coordination between competitors on the market. The key issue is that the fine line between legal and illegal behavior is difficult to seize by companies’ employees.

The above are confirmed by RCC’s recent practice. As an example, the RCC has issued last year two sanctioning decisions for exchange of sensitive information in the insurance and tourism sectors.

In addition, the RCC has two ongoing investigations on the financial and operational leasing market concerning potential illegal exchanges of information between competitors by means of market studies.

Using standard contracts which are not adapted to the actual conditions/ specificities of the given market & products.

To avoid competition breaches, standard contracts should be regularly reviewed and updated to the current conditions of the market (including here market shares of the parties involved) and by considering the specific characteristics of the products/ services concerned.

Even though companies have implemented competition compliance

As under competition rules, not only undertakings may be sanctioned, but also public authorities which restrict competition regulations, some of competition distortions have their source in the State’s action.

On this point the State may infringe competition regulations through its actions in public tenders or through its regulatory activity.

As an example, the RCC has recently sanctioned a bid-rigging scheme in which the contracting authority has played the cartel facilitator role, as its employees have facilitated the exchange of sensitive information between the bidders. Also, within its sectorial inquires, the RCC regularly identifies competition issues which have as source measures taken by public authorities and recommends various actions aiming at ensuring a competitive environment.”

“Competition in any given market is, by its very nature, not a static or a homogeneous phenomenon,” argues Paul Buta, Deputy Managing Partner, Musat & Asociatii. Competition is always connected to and dependent on innumerable in-market decisions and also a complex and dynamic economic, social, legislative and political context where every choice made at a certain moment in time, and at a certain level of the causal chain, affects to a certain degree the market power and market behavior of participants to that market and, quite possibly, of participants to markets at other (at least neighboring) levels of the supply chain. Therefore, causes of distortions of competition must every time be identified on a case by case basis. It would be difficult to identify standard patterns of distortions to competition which to apply

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even to connected markets or to businesses active on the same geographical market.

It is clear however, that distortions of competition are very likely to be fueled by the lack of familiarity with competition rules. Therefore we believe that competition advocacy it is always helpful in limiting (at least) the most obvious distortions of competition, usually due to the use of hardcore restrictions in the agreements concluded.”

Oana Dobre, Senior Associate Eversheds Sutherland Romania says “the overall understanding of the manner in which competition law is applied is still rather low, both at the level of business owners, but also at the level of the legal advisors who are expected to explain to their clients the limits within which their business may be carried out. What we have also seen is an unexplainable rigidity of the Romanian competition authority in way it applies the law, their approach being more theoretical than pragmatic.”

“Among the particulars of the Romanian market that create distortions in competition we may quote two,” says David Oprea, Partner, Marko & Udrea, “the inclination of many businesses towards exclusivities and other limitations (once a business is competitive, many owners bend towards carving out their own market by limiting the rights of competitors; this phenomenon is present probably in many market economies which are in their teenage years and the (still too heavy) presence of state entities (including here the local authorities) on certain markets, as players, regulators or as the demand.”

“Still, after more than 20 years of competition regulation and numerous examples of significant fines imposed by the RCCA in various industries, lack of awareness with respect to normal competition behavior is probably one of the important reasons of market distortion,” believes Ana-Maria Kusak, Partner, Stratulat Albulescu. Romania, as a formerly closed market (before 1990), still finds pieces of its inheritance in various industries, such as natural monopolies and/or oligopolies. Activity on such relevant markets should be closely observed, from competition perspective, general rules being different from those applicable to a more fragmented market.

However, there are fewer industries in which the market is distorted at fundamental level, the activity of the RCCA has significantly improved market conditions in the last 20 years. Significant distortions on certain relevant markets

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sme’s

Competition

The SMEs do not have the same prevention and could still appear from the unlawful compliance policies as the large companies and the behavior of important players, which scarce resources they have at disposal represent part of the do not comply with the applicable reason – Cosmin Pohaci, Bulboaca & Asociatii competition regulations.”

“Causes of distortion are very much rather than on abuse industry related and dependent, therefore of dominance, adds there is no blueprint that fits all business Alecu. One explanation is that companies of a substantial number of transactions areas,” says Andrei Georgescu, Partner, are now more aware of the implications being performed, which is a signal of Suciu Popa si Asociatii. In general, of having a rebuttable presumption of a healthy economy. “Contrarily,” says the causes of distortion are the same dominant power and calculate much more Alexandra Radu, Partner, Bulboaca & circumstances that the RCAA analyses carefully their commercial policies and Asociatii, ”summing that the Competition when determining whether a merger could even temper their overall behavior. Recent Council is adequately doing its job to affect competition in a given market, investigations are not geared towards intervene, analyze and sanction when it is necessary, which we strongly believe i.e. high entry costs (R&D, production, hard-core cartels but rather the incorrect it does, a lower number of investigations practices of certain companies. In some distribution, promotion, advertising), legal or regulatory barriers to entry, barriers to situations, such behavior may simply suggests that there are no major problems access to customers, access to exclusive IP be a result of ignorance (and not being from the perspective of having reasonably rights, advantages offered by economies of aware) of the competition norms and their competitive markets. scale which are applicable to incumbents implications. Therefore, in order to avoid Although we consider that, at least only, scarcity sources of supply, etc. fines and reputational damage associated recently, the Competition Council carried Specific distortions identified and with an investigation, the companies out a consistent number of investigations, sanctioned by the RCCA are related to should prepare a competition risk analysis it is certainly encouraging that the merger public procurement procedures, where in prior to entering into any activity that might control cases strongly outnumber the some cases the framework of the tender raise suspicions of the RCCA. investigations.”

The competition authority sanctioned may facilitate either exclusion or collusion.

“Based on our experience,” says both large multinationals and small local One other particular area of concern Catalin Suliman, Partner, Filip & Company, are regulated markets, in “there are two reasons for the increased number of merger cases. The first one is which the intervention of the related to the fact that, in Romania, the regulator may also create “The Guide sheds no light on the artificial barriers to entry notification thresholds are set a rather low procedural aspects in relation or undue advantages to level (i.e. EUR 4 million turnover in the year certain competitors. One prior to the merger) which leads to a high to the assessment of competition particularly hot subject has number of cases being included in the compliance program from its been the successive attempts scope of the merger analysis. The second qualification as a mitigating to regulate ride sharing as reason is that Romania became more and an alternative to classic taxi more attractive for investments and various circumstance perspective." services, a field in which the international companies or investment RCCA has intervened with funds pursued business opportunities and Mihaela Ion, Popovici Nitu useful insight and guidelines.” invested in Romanian entities.

Stoica & Asociatii “The Romanian market is On the other hand, the complex merger quite sophisticated and the cases (the ones involving horizontal key players are aware of the overlaps and significant market implications of failing to comply with the players with settlement shares) are not so many, the fair market rules. However, based on our procedures being authority probably dealing l a rg e l y used experience and research, we believe that with no more than a few to boost the concerted practices (cartels) and abuses of each year. “ successful cases dominant position are the main distortions “Looking at the of the Romanian market,” says Andrei of the Competition statistics in the past three Alecu, Associate, Wolf Theiss.

Council.

It is years, there is a consistent expected that the The RCCA has several sectorial and constant number of number of new mergers cleared by the inquiries ongoing (e.g. OTC drugs, sharing economy and BigData platforms etc.) investigations will grow Romanian Competition Council which are meant to offer an understanding also in 2020 also due the every year (approximately 60),” and an in-depth perspective about these fact that in Romania there is a pointed out Georgeta Dinu, Partner, growth of enforcement in general. specific sectors. Also, in the near future we Head of Competition, State Aid and EU The number of merger control cases Law Practices, NNDKP. “The substantial expect that the RCCA will close several investigations i.e. on airplane insurance, run by the Romanian competition authority amount of merger review work comes agricultural vehicles, non-banking financial statistically outnumber the decisions as a natural result of the growth of the services or abuse of dominant position in concerning investigations. Among the number of M&A transactions that also the pharmaceutical sector. most important factors that lead to the meet the turnover thresholds in order to require merger clearance.

We have observed that the dynamics substantial amount of merger review work, What is also worth noting in merger of the Romanian market have resulted in lawyers point out that the high number of review trends is that there is currently a merger control cases is the natural effect more investigations based upon cartels

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debate at EU level on merger control in the digital era – should merger control rules/ their application be adapted to better answer to acquisitions by dominant platforms of small start-ups with significant competitive potential and quickly growing user base (in the context of concerns of elimination of potential rivals)?” adds Georgeta Dinu.

“It is true that the number of merger control cases analyzed in 2018 statistically outnumber the investigations ongoing at the end of 2018. However,” says David Oprea, Partner, Marko & Udrea, “this is rather a proof of a healthy, growing economy. One can even say that a good indicator of growth and investments in the Romanian economy can be found in the “Registratura Generală” office at the ground floor of the Romanian Competition Council headquarters, namely the number of economic concentrations entries in the official register of the institution. We consider of more concern the fact that, while a merger control case is solved on average in around 2 months, an antitrust investigation can last up to more than 3 years.”

“First of all, the number of merger cases instrumented by the RCC is completely outside the influence and/or control of the RCC,” argues Adrian Ster, Partner, D&B David si Baias, “with every merger which meets the designated thresholds having to be notified to the RCC for approval. On the other hand, the RCC directly controls the number of investigations opened and closed and, since the same people are involved in the analysis of both mergers and antitrust investigations, there is an argument to be made that, in the event of more merger work, there are less resources to be granted to investigation work. Furthermore, due to the existence of set deadlines in the case of mergers as opposed to antitrust investigations, the former will always take precedence over the latter due to procedural reasons.

Having said that, there are a number of additional factors contributing to the discrepancy: (1) statistically, most of the merger review work takes place within the simplified merger clearance procedure framework (i.e. where there are no concerns of competition distortion), which typically takes 6-8 weeks; (2) as opposed to merger review work which is submitted to the RCC by the interested parties, investigations are most often the result of complaints or of

market signals, the former being typically less frequent and the latter being more difficult to spot; (3) at the same time, investigations require a considerable amount of resources compared to merger review work, since the RCC bears the burden of proof in relation to the investigated conduct, whereas in a merger review situation, the involved parties are cooperative and provide all the necessary information; (4) finally, an overall welcoming economic climate, such as Romania’s, translates into an increasing number of high-value M&A and capital market transactions, most of which requiring the clearance of the RCC. Due to the reasons outlined above, merger cases will always outnumber the investigation cases, as they do in the vast

periods of time and require a substantial allocation of resources at the level of the Romanian competition authority.

Merger control procedures, however, are generally non-contentious and are finalized rather quickly (6-8 weeks).

Second, the merger clearance procedure is triggered very easily i.e. the parties involved must have achieved a specific turnover in Romanian and worldwide, regardless of the position of the parties’ on the relevant market. The turnover thresholds are very low, in comparison to other EU countries, which leads to the fact that a high number of transactions end up to be notified to the Romanian competition authority, although the target is rather small or despite the fact that the transaction is irrelevant from a competition perspective, being implemented on markets in which

“While a merger control case may be authorized within 45 days, an investigation usually lasts for at least two years, due to the number of parties involved, the amount of information to be processed and the market analysis to be performed."

Madalina Constantin, Dentons Europe

majority of jurisdictions worldwide.”

“The merger control cases are closely related to the dynamic of investments and M&A market, in most of the cases the authorization of the transactions by the Romanian competition authority being mandatory for closing the deal,” says Madalina Constantin, Managing Counsel, Dentons Europe. For speeding up the process and shortening the period of time required for issuing the decision, the competition authority allocated additional resources and naturally enriched its practice. While a merger control case may be authorized within 45 days, an investigation usually lasts for at least two years, due to the number of parties involved, the amount of information to be processed and the market analysis to be performed, which indeed creates a serious discrepancy in terms of time and numbers between the two processes.”

Oana Dobre, Senior Associate Eversheds Sutherland Romania say this discrepancy is caused by two main factors. First, antitrust investigations are generally long and complex procedures, refer to the parties’ conduct over extended

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the parties do not co-exist,” adds Oana Dobre.

“The intense merger control activity of the Romanian Competition Council reflects the fact that Romania has a friendly investment environment which still leads to numerous companies entering the market,” believes Manuela Lupeanu, Managing Associate, Musat & Asociatii. “For some sectors, it also reflects the appearance of a trend of market consolidation that may be the expression of a more mature market or, in some cases, of a market in respect of which some instability is expected.

However, in analyzing the large number of merger control decisions, one may also consider the possibility that perhaps the notification turnover thresholds stipulated by the Romanian competition law may be in need an increase, now that the Romanian economical and corporate environment development significantly compared to the moment of the adoption of the law.”

“Indeed, the RCC has an intense activity in merger sector,” agrees Mihaela Ion, Partner, Popovici Nitu Stoica & Asociatii. “For instance, last year the

Which Lawyer in Romania

Competition

number of merger control cases definitively and require important resources to be low (EUR 4 million annual turnover for outnumbered the number of antitrust cases. conducted and the approach of the key each of buyer and target, and EUR 10 In general terms, merger control review players on the market, to be extremely million in aggregate for the buyer and activity is intrinsically linked to the evolution careful to any engage in activities that target), which triggers the mandatory of M&A sector which remained in 2018 might raise competition risks. They also scrutiny of the Competition Council for at a robust level. More specifically: the rely on specialized lawyers who can many transactions. In addition, antitrust offer tailored advice based upon the number of merger cases reflects the rules have gained more awareness in tendency of market concentration in some specific characteristics of each business. the business community, therefore blunt sectors, as well as the desire of companies Nevertheless, we have noted an increased infringements of competition law are of efficiency and specialization by means of joint-ventures creation. The number of economic concentration with cross“Although there we cannot say that there border dimension has also arisen.

Therefore, we have seen an are any formalized general criteria for increase of mergers concerning a competition compliance program to joint-ventures active in other states involving parent “tick” in order to consider it fulfilled, there companies which generate are various instruments available to turnover in Romania that fulfill companies for the purpose of tailoring and the legal threshold required for notification.” implementing a such program successfully."

Ana-Maria Kusak, Partner, Stratulat Albulescu argues “this is Ana-Maria Kusak, Stratulat Albulescu a rather normal situation, considering that merger control obligation in Romania is relatively easily triggered. Merger operations only have one condition to tendency of companies to be proactive in less likely to occur. Not least, we have also seen that the RCAA’s attention has fulfill, namely to exceed the turnover this respect; some have realized that an shifted towards higher profile cases, with threshold in order for the respective early competition analysis might save the transactions to trigger the obligation of company significant money in potential significant impact on certain economic merger filing. Such thresholds are also fines.” areas, as a way of allocating resources relatively low - the equivalent of a Euro 10 “There are two main factors to be more efficiently,” adds Andrei Georgescu million combined turnover of the parties considered,” says Andrei Georgescu, Romania recorded the steepest Partner, Suciu Popa si Asociatii.” First increase in prices in the European and a 4 million Romanian turnover for is the fact that many markets are still at least two undertakings concerned Union, given that the Harmonized Index developing and there is still room for of Consumer Prices was 4.1% in August by a certain merger operation. At this 2018, while the European average was level, Romania is ranked as having one consolidation. Notably, an 1.4%, according to the Report of the lowest turnover thresholds on the evolution of competition in Europe. in key sectors 2019.

As such, this condition is “The mere Despite the highest rate of frequently fulfilled, thus Romanian merger control being mandatory increase in prices, Romanian ticking of to numerous transactions, even consumers enjoy some of the certain in cases which raise no real cheapest products and services, formalized competition concerns (e.g. lack expressed in relation to the of horizontal overlapping between European Union average, the boxes does the parties’ activities, or no degree document says. Thus, according not guarantee of vertical integration of such to the most recent data (2018), that an activities, etc).” the general level of prices in “In our view,” says Ligia Romania was 48.6% from the offending company Berbecar, Senior Associate, European average, the lowest will automatically benefit level after the one registered in Wolf Theiss and Andrei Alecu, from a mitigating circumstance."

Bulgaria (46.3%).

Associate, Wolf Theiss, “merger controls have outnumbered For 2020, the industries Andrei Georgescu, investigations due to several that will remain in focus for factors: desire of higher margin the competition authority are Suciu Popa si Asociatii returns associated with larger and especially those with significant more efficient companies; need impact on the Romanian of diversification of the portfolio population such as banking important number of mergers have also of a certain company in order to spread and finance sector, energy, e-commerce and Pharma industries. risk; the relatively quick process of merger been occasioned by the revitalization control in comparison with investigations, of the real estate sector. Second, the Sector inquiries will remain one of threshold for merger control is rather which tend to be very time-consuming the most efficient tools to gather market

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Which Lawyer in Romania

Competition

for other areas (assistance in relation to knowledge and expertise in a specific companies and the scarce resources industry. “The mechanism frequently acquiring financing, tax aspects etc.) and they have at disposal represent part of employed by the European Commission not in respect to competition rules. Only the reason. when the companies are facing controls In many cases, the SMEs only have has been successfully mirrored at national the financial means to cover their costs, level, therefore there’s a tendency of or inquiries from the competition authority, increasing the number of new sector they are forced to use external help and but only rarely do they invest in prevention inquiries (which would allow the authority use competition specialists to prevent a and compliance programs, whether they are competition related or otherwise. to better understand the specificities of potential sanction. Only after this point the industries and the potential sensitive SMEs are considering investing also in Considering the fact that the areas),” says Catalin Suliman, Partner, Filip compliance assistance.“ competition rules apply to all entities, & Company.

Competition regulations do not whether small, medium or large, it is As 2018 exceeded the expectations target exclusively big companies, but advisable that the SMEs use some of their in relation to the imposed sanctions (this any undertaking involved in any kind of resources in drawing up and implementing was both due to the higher number of economic activity. Therefore, there is a compliance programs and generally focus the finalized cases and to the increasing general obligation of compliance with on having a better understanding of what severity of the fines imposed), the fine competition regulations. they are legally allowed to do and which “When speaking about competition value is expected to be maintained at are the restrictions.” a high level in 2019 as well, especially infringement by object such as price fixing “We find that competition compliance taking into consideration that other frameworks (i.e. implementation of key cases are supposed to be policies, personnel training, etc.) finalized. Moreover, the increase are less frequent in SMEs where “Competition in any given market in the severity of the fines appears there is no pre-existing corporate is, by its very nature, not a static to be an irreversible process that culture in the form of strict policies and procedures says Adrian Ster, may severely affect the markets or a homogeneous phenomenon." on which the sanctions will be Partner, D&B David si Baias.

Romanian SMEs are generally imposed. Also, the high level of fines Paul Buta, Musat & Asociatii unaware of the competition will increase the pressure on the investigated companies to engage risks underlying their activities in discussions regarding potential and do not see the value settlements,” says Catalin Suliman, Partner, or market allocation, in ensuring an effective the RCC does not Filip & Company. competition compliance conduct an effect In 2018, the Romanian Competition framework, making Council continued using the dawn raid analysis which would them increasingly prone instrument as the main tool to gather imply an assessment to infringe competition information. Although it’s difficult to of the involved rules and risk fines of up estimate whether the number of dawn parties’ market shares. to 10% of their turnovers. raids will increase, it’s expected that it By considering RCC’s Needless to say, a fine of up to 10% of an will remain the main tool for collecting focus on infringement by data and information by the competition object, SME’s with low market SME’s turnover has the potential authority. Moreover, the complexity of shares have already been subject to permanently halt growth and these procedures requires special training, to competition regulations enforcement development. Furthermore, the increased therefore the dawn raids topic remains and consequently to fine application,” attention paid by the RCC to medium and important in any competition compliance says Mihaela Ion, Partner, Popovici Nitu small sized companies in the latter years program.

Stoica & Asociatii. “Therefore, SME’s shows that they, too, must be aware of the In addition to that, lawyers expect should definitely focus on the prevention competition risks involved in the carrying forensic procedures to maintain a high and compliance with competition of their activity and take the necessary incidence rate and to continue being used regulations are as there are not sheltered measures” adds Ster. as an efficient way to collect data. from RCC’s scrutiny. On this point, as Madalina Constantin, Managing As prevention and compliance in a result of RCC’s intense competition Counsel, Dentons Europe competition is already implemented in advocacy action & sanctioning activity, SMEs are equally exposed to large companies, what is the situation we have seen a general growth in the infringement of competition rules, therefore in SMEs? Should they focus resources in level of the awareness of the importance prevention and compliance are important this area? of competition compliance which also instruments to be considered for avoiding “The Romanian Competition concerns SME’s. As a consequence, an anti-competitive behaviour. Actually, Council took important steps in raising SME’s started to implement competition lately, we have noticed at SMEs level as the awareness of competition rules compliance programs and require legal well a continuous preoccupation for being by conferences or by various events assistance in order to be sure that they compliant with the competition rules and we encourage all our clients, irrespective organized in different cities of Romania. do not breach competition law in their This facilitated the access of SMEs to day-to-day activity.” of their size and sector involved, to implement compliance programs and the information related to competition Cosmin Pohaci, Senior Associate, Bulboaca & Asociatii agrees that the rules,” says Catalin Suliman, Partner, Filip create awareness on the importance of having a pro-competitive behaviour. & Company. “However, the SMEs are SMEs do not have the same prevention still at a level where resources are used and compliance policies as the large Oana Dobre, Senior Associate

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Which Lawyer in Romania

Competition

Eversheds Sutherland Romania pointed out that the initial cost and (potential) business disruption - which is in any case immaterial, are outweighed by the immediate benefits of having a compliance program. Before thinking about the fact that having a compliance program in place may secure the application of a mitigating circumstance in the context of an investigation by the Romanian competition authority, business should consider that such a program has primarily an informative effect and, if delivered properly, is also likely to dissuade the staff from engaging in anticompetitive practices.”

Andrei Georgescu, Partner, Suciu Popa si Asociatii agrees the risk to benefit ratio would certainly advocate towards SMEs focusing on compliance with competition rules. “It is noteworthy that Romanian competition rules do not provide any de minimis thresholds for sanctioning hardcore restrictions of competition. Compliance by SMEs is also rather easier to achieve, as an SME will not need to establish a complex organization with individual compliance officers for different businesses or countries.

We have successfully managed to work with a single (senior) person awarded responsibility for identifying risk and obtaining appropriate training courses, says Georgescu.

“We did not identify a particular desire of the RCC to spare SMEs from investigations and sanctions for beaches of competition laws” says David Oprea, Partner, Marko & Udrea Even if sophisticated compliance manuals and internal dawn raids might not be necessary at this level, it is nevertheless highly recommendable for SMEs to regularly undertake competition law trainings or at least inform their employees on the main (hardcore) competition rules breaches.”

According to the applicable regulations, any player exceeding 5% market share should be concerned with compliance with competition regulations.

Also, any company should be familiar with the basic competition law principles and abide by such in their commercial relationships with any of their business partners.

Ana-Maria Kusak, Partner, Stratulat Albulescu says that “membership to any association of undertakings also entails very important competition-related aspects, as there are very strict standards regulating the appropriate behavior of companies in such contexts. The RCCA has investigated numerous cases of breach of competition law and applied significant fines to association members for such breach. In a significant number of these cases, the companies sanctioned were not aware of

the restrictions imposed by the competition law and acted according to the statues and interest of the respective associations.”

“Generally, SMEs consider themselves to be less “on the radar screen” of RCCA says Ligia Berbecar, Senior Associate, Wolf Theiss but with the various and upcoming sector inquiries no company which fails to comply with competition norms will be spared. In fact, for both large companies and SMEs, the fines are calculated as a percentage of their prior years’ turnover, hence, such fines could have a potentially significant impact on their operating business.

Our recommendation is for every company, regardless of their size, to have a tailored compliance program. This would help them to assess the risks and then to mitigate and even eliminate them if possible, prior to any complaint or whistle blower informing the RCCA. Managers should be aware that prevention is by far not as costly as a fine. And, of course, it is better to keep an eye on the business from the start than to realize later that, (for example), an employee has taken certain actions in the name of the company that might raise exposure to competition fines or other sanctions.”

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WHICH ARE YOUR PREDICTIONS IN COMPETITION, WHICH ARE THE AREAS IN WHICH THE RCCA WILL FOCUS ATTENTION? Alexandra Radu, Partner, Bulboaca & Asociatii The Competition Council can sometimes surprise people in regard of the markets where it initiates investigations, but we estimate that in the next period it will concentrate on key sectors, such as the energy and gas market, the pharmaceutical market, the financial services market and the wood market.

Furthermore, following the implementation of the Directive (EU) 2019/1 (ECN+), by which the national competition authorities shall be allocated additional resources, we expect an increase of the number of cases that will be under its analysis and hopefully also a diminution of the time frame for solving such cases.

Adrian Ster, Partner, D&B David si Baias As already stated, the RCC starts its investigations based either on market signals or from information received directly in the form of a complaint, so there will always be a number of areas which will benefit from the RCC’s attention due to particular, specific circumstances.

On a more general note, the RCC appears to be constantly interested in highly concentrated markets, such as the markets for construction materials or telecom, comprising very few undertakings which offer a certain type of products of services, leading to concerns of oligopolies or, as the case may be, abuse of dominance.

At the same time, the RCC will most likely continue to pay particular attention to sectors where the conditions are met to have highly complex infringements, such as banking and financial services, insurance or Pharma sectors.

Oana Dobre, Senior Associate Eversheds Sutherland Romania We anticipate that the RCCA will continue to focus on the key industries that they have historically targeted (telecoms, pharma, modern trade, oil, bid rigging). In addition to these “go to” targets, one of the more sensitive matters which the RCCA has indicated to be a priority is the exchange of information either directly or at the level and through trade association. Some recent examples are the investigations carried out by the authority on exchange of information are the investigations on manned guarding services market, insurance market and also the travel agencies related investigation. The RCCA is also looking at the context in which such exchanges generally occur, in particular to structures which although appear lawful, may actually amount to a prohibited practice (e.g. exchange of information in the context of M&A transactions).

Catalin Suliman, Partner, Filip & Company The Competition Council is perceived as an engaged authority, with a strong reputation and focused on the well-functioning of the markets. There are some industries that appear to be more on the radar of the authority and more prone to investigations or analysis.

For example, the authority will continue to have a focus on the financial institutions, pharma companies, cement entities and also on some segments of the economy such as: retail, oil and gas or e-commerce.

Our expectations for 2020 is that the number of investigations will continue to grow and the authority will continue its sanctioning decisions trend.

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David Oprea, Partner, Marko & Udrea It is likely that in the future the following will not be very high on the list of enforcement priorities: the retail distribution of auto fuels (the sector investigation, started in February 2017, has been finalised this summer, with a rather unusual recommendation of a mandatory control of the price increases/decreases timing), the concrete market, the banking sector and, in general, breaches in the context of vertical agreements.

Paul Buta, Deputy Managing Partner, Musat & Asociatii The Romanian competition authority has always been very active in various sectors and it has always kept a level of surprise as to the sectors it was focusing on at a particular time. Also, the fact that some markets have been scrutinized before, like the pharmaceutical or the retail sectors, has not excluded a second round of analysis from the Competition Council.

In our opinion, one could not exclude assessments to be still carried out in various areas of the financial sector, consumer goods and also in the public services sectors.

Ana-Maria Kusak, Partner, Stratulat Albulescu It is very hard to make predictions regarding the RCCA’s focus on certain industries. There will always be a close eye on industries such as the pharmaceutical, insurance, healthcare, automotive, energy, retail industries, due to the nature and structure of such markets. According to its Report for 2019, the RCCA plans to finalize the already started investigations in several industries, such as: aviation insurance, automotive (cars and spare parts selling), non-banking financial services, pharma, modernization services of electrical transportation networks, snow ploughing and route hallmarking.

Andrei Alecu, Associate, Wolf Theiss It is difficult to anticipate what may happen next, however the RCCA usually follows the direction of the market.

Hence, we anticipate that their immediate attention will be focused upon finishing the ongoing sector inquiries (i.e. OTC drugs, sharing economy, BigData platforms or IP and auxiliary rights etc.). Thereafter, depending upon the information available, investigations might initiate in any area. For example, recently, the RCCA has shown a particular interest in monitoring certain retail prices to end consumers (including automobile fuels).

Finally, we consider that the RCCA will focus its attention on improving the analysis and knowledge regarding state aid and how it affects the markets.

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Georgeta Dinu, Partner, Head of Competition, State Aid and EU Law Practices, NNDKP National competition authorities adapt their priorities to market evolutions and at the same time consider European Commission policy initiatives.

It can be expected that the Romanian Competition Council will combine (i) continuation of the more classical types of cases (such as anticompetitive conduct in tenders or collusion by exchange of information between competitors) with (ii) more complex cases determined by the digitalization of the economy, which changed both the way markets operate as well as consumer behavior.

For example, the Romanian Competition Council: is currently conducting a study on the impact of Big Data on competition and has an ongoing investigation on a potential discrimination considering a dual role as both marketplace and online retailer (in the context in which the Commission is investigating Amazon on a similar topic – is data collected from the retailers using its marketplace used to compete against them with an own offering as online retailer?)

Mihaela Ion, Partner, Popovici Nitu Stoica & Asociatii As in the last period, we have seen an enhancement in RCC’s “whistleblower” tools, the number of investigations launched will increase. The RCC has made more effective its detection of potential infringement of competition law activity through the implementation of the so-called whistleblower platform which enables any person under anonymity to seize the RCC and denounce potential anticompetitive deeds; the strengthening of its cooperation with the National Anticorruption Direction and The Directorate for the Investigation of Organized Crime and Terrorism by the development of an integrated interoperable system.

Turning on to the type of anticompetitive deeds investigated, the RCC will continue its focus on the most harmful ones: cartels and abuses of dominant position. This, in light of the implementation of the Big Data project which aims at facilitating the identification of cartels in public tenders and of the increased interest in cases involving access to essential infrastructure (e.g., harbors, airports). In return, investigations related to vertical infringements will continue its downward path.

In relation to the industries which are under the radar of the RCC, in the context of market digitalization, the RCC is starting to focus on e-commerce sector. Specific attention will also be paid to industries which according to RCC are highly concentrated such as natural gas production, building materials (AAC & ceramic blocks), production and commercialization of cement. Other key sectors carefully monitored by the RCC comprise interalia banking sector, food retail, aviation insurance and automotive industry.

Which Lawyer in Romania

Competition

Most representative projects BIRIS GORAN SPARL

Assisting Publicis Groupe in ongoing litigation related to a Romanian Competition Council fine for an alleged failure to notify and seek merger control clearance from the antitrust authority.

Ongoing assistance to Aon UK Limited and its Romanian insurance brokerage affiliate, Aon Romania, in a Competition Council investigation commenced in September 2017 on the aviation insurance market for alleged bid-rigging and price fixing.

Advised LafargeHolcim, a leading global construction materials manufacturer, in the Competition Council cement market investigation of alleged price fixing and market sharing commenced in October 2018, including dawn raid assistance, dawn raids documents review and follow up risk assessment and strategy.

Advising UniCredit Leasing Corporation, the leading financial leasing company in Romania in connection with a Competition Council investigation focused on an industry wide information exchange on the financial leasing market that, allegedly due to its features and the market characteristics, lead to a collusive outcome on the market.

Ongoing assistance to Profi, a leading food retailer, on a wide range of antitrust compliance matters, from market intelligence and dealing with dominant suppliers to pricing, promotions and exclusive partnerships. Handling Profi’s antitrust compliance program or assistance in the context of Competition Council sectoral investigation on the food retail market. This mandate is driven by the firm’s good track record on fast moving consumer goods and retail markets on a wide spectrum of matters from category management and benchmarking to pricing/discounting and trade associations.

Specialist lawyer: Gelu Goran.

BULBOACA & ASOCIATII

Assisted one of the most important companies in the short-message payment services market in its dispute with a leading mobile operator in Romania in concern of damages suffered as a result of the latter’s abuse of dominant position.

The work included assistance and representation before the Competition Council, settlement negotiations, assistance related to the filing of the

damages claim.

Provided legal assistance and representation to EximBank before the Competition Council in relation to the merger clearance procedure required in concern of the transaction by which EximBank acquired the control of Banca Romaneasca from the National Bank of Greece.

Assisted and represented Sklepy Komfort, a company owned by FTF Columbus, one of the biggest holding and investment companies in Poland and the CEE, in all stages of the merger clearance procedure before the Competition Council, in view of obtaining the authority’s approval regarding the potential acquisition of Podnet Consulting, one of the main Romanian retailers in the distribution of home interior products, operating a national network of specialized stores.

Assisted a major company in the wood industry during the sectoral investigation carried out by the Competition Council on this market.

Provided legal assistance and representation to an important company in the documents and data automatic processing services market in the court proceedings for the annulment of the Competition Council decision regarding an alleged market sharing infringement.

Specialist lawyers: Alexandra Radu, Cosmin Pohaci.

CLIFFORD CHANCE BADEA

Advising a large energy company in relation to an ongoing investigation run by the Romanian Competition Council for an alleged abuse of dominant position.

Advising a large telecommunication company in relation to an investigation run by the Romanian Competition Council.

Advised a large entertainment company on an competition investigation opened in Romania.

Advising JC Flowers/First Bank on obtaining the approval from the Romanian Competition Council for the acquisition of Leumi Romania.

Advising Polish-based private equity fund Abris Capital Partners on multijurisdictional competition clearances for the acquisition of Global Technical Group, the leading end-to-end solution provider for building management and security integrator in Romania Advising German-based REWE/

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DerTour group on obtaining the approval from the antitrust authority for the acquisition of the travel agency arm of Eurolines Romania.

Specialist lawyers: Nadia Badea, Simona Neagu, Diana Crangasu.

D&B DAVID SI BAIAS

Assisted three companies in an investigation into alleged bid rigging agreements on the Romanian market for wood acquisition.

The law firm is providing legal assistance to a cement manufacturer during the investigation launched by the Competition Council on the Romanian cement market.

Assisted the main players on the tourism service market in the investigation launched by the Competition Council in 2015 having as object an alleged exchange of sensitive information.

The law firm is assisting a client in wholesale petroleum distribution business in various competition matters.

Assisted a client in an investigation regarding anti-competitive agreements on the market of meters and related equipment for measuring electricity.

Specialist lawyers: Sorin David, Adrian Ster, Lucian Bozian, Sonia Voinescu, Raluca Maxim.

DENTONS EUROPE - ZIZZICARADJA SI ASOCIATII SPARL

Successfully assisting Metro and Auchan in implementing the first ever joint acquisition project in Romania.

Advised and successfully represented Auchan in obtaining the annulment of the €5 million fine imposed by the Romanian Competition Council to Real Hypermarkets.

Assisting with due diligence and filing clearance for a leading supplier of industrial maintenance, repair and overhaul (MRO) products and services provider with the Competition Council in the context of the potential acquisition of two Romanian companies.

Assisting Bittnet Systems SA in the merger clearance, process related to the acquisition of the IT integration business of Crescendo International.

Assisting Auchan in the second investigation initiated by the Competition Council on the food retail market.

Specialist lawyer: Raul Mihu.

Which Lawyer in Romania

EVERSHEDS SUTHERLAND ROMANIA

Advised G4S in connection to the investigation in the manned guarding services market. The firm’s involvement covered both assisting the company in the investigation carried out the by Romanian Competition Council, as well as with regard to the subsequent procedure for challenging the decision of the RCC. Advised Unilever Group in the context of the notification to the RCC of the recent Romanian acquisitions of the Group, Betty Ice and Good People. The notification procedures were complex, in particular in view of the size of Unilever Group and the diverse nature of its portfolio in Romania.

Advise d ArcelorM it tal in connection to the notification to the Romanian Competition Council of the setting up of a cross-border Joint Venture with Frankstahl Technology.

The transaction is unique, as the market in which the JV has been set up is a new and under-explored market. The support consisted of supporting the client with the drafting of the relevant merger clearance document, liaising with the Romanian Competition Council on this matter, as well as support with regard to ancillary matters such as retaining the confidentiality of several items related to the transaction.

The law firm’s team has also advised Sika Group with respect to its acquisition of the waterproofing membranes business of Arcon Group.

The involvement consisted on advising the client on virtually all stages of the merger notification procedure, which was successfully finalized with no remedies or objections imposed by the Council.

Successfully defended Volvo Trucks in a high value claim filed against Volvo by one of the former distributors of Renault Trucks, with regard to an alleged abusive termination of the relevant distributorship and unfair competition claims.

Specialist lawyers: Mihai Guia, Cristian Lina, Cristian Guia, Sorin Susnea, Alexandra Sulea, Oana Dobre, Dana Para.

GNP GUIA NAGHI AND PARTNERS

Assisting Idea Leasing and Raiffeisen Leasing in two investigations by the Competition Council in two

alleged anti-competitive behavior through exchange of sensitive information facilitated by the industry association. The investigation is ongoing As a preferred law firm for Clever Tech, e-hailing company, part of Daimler Group, the team provides day to day legal assistance in competition matters and representation in ongoing sector inquiries launched by the Competition Council in Romania.

As a preferred law firm for Mega Image, the team provides day to day legal assistance and representation in various competition related matters, including assistance before the Competition Council.

Assistance and representation of Compania Nationala de Investitii in successfully obtaining from the Competition Council a standpoint confirming the observance of the Altmark criteria.

Assessing the behavior of a major pharmaceutical company in relation with its distributors from the perspective of a dominant undertaking highlighting the risks and competition implications of its activity.

Specialist lawyers: Manuela Guia, Bianca Naghi, Roxana Barica, Tudor Nacev.

GRUIA DUFAUT LAW OFFICE

Advised several multinational companies during several investigations conducted by the Competition Council in their activity field.

Assisted a multinational company acting on the security market for ensuring compliance with the competition regulations within a complex purchase project of several Romanian companies.

Advised an important cosmetics manufacturer in setting-up its distribution network in compliance with the competition laws.

Assisted a French company in litigation on unfair competition before the Romanian courts.

Advised an international leader in digital technologies for industry during an investigation conducted by the Competition Council.

Represented a food producer with respect to issues of unfair competition by sellers.

Specialist lawyers: Loredana Van de Waart, Cristina Bojica, Gabriela Popescu.

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IONESCU SI SAVA

Competition

The firm’s competition team is currently assisting a Romanian subsidiary of an important automotive manufacturer during an investigation conducted by the Romanian antitrust authority in relation to the manufacturing and distribution market of refinishing products for vehicles.

Although the client is not subject to the investigation, the firm is assisting it in providing the requested information and representing it before the antitrust authority, in all matters related to this investigation.

Assisted an important player on the Romanian insurance market during an investigation conducted by the Romanian antitrust authority in relation to the mandatory auto liability insurances, under which almost all of the Romanian insurance companies were investigated.

The investigation had as object the exchange of sensitive information by the investigated companies through an association to which the companies were affiliated. The team provided legal assistance and consultancy services to the client, preparing in this regard various legal opinions on the impact of a possible sanction and represented the client before the authority for obtaining a lower fine.

The law firm’s team is currently assisting an important player on the Romanian insurance market during an investigation conducted by the Romanian antitrust authority in relation to the aviation insurance market. The investigation has as object the division of the aviation insurance market by the investigated companies. The team is assisting the client in preparing various legal opinions and informative and supporting documents requested by the authority and is representing the client before the antitrust authority in all matters related to this investigation.

The firm is assisting an important player on the Romanian financial leasing market during an investigation conducted by the Romanian antitrust authority in relation to the financial leasing market, having as object the exchange of sensitive information through associations of the leasing companies. Although not directly investigated, the client is subject to the ongoing investigation in its capacity of member of one of the investigated associations. The firm’s team is representing the client before the antitrust authority in all matters related to this investigation.

Specialist lawyers: Radu Ionescu, Vlad Stoica, Roxana Iordache.

Which Lawyer in Romania

Competition

KINSTELLAR

Advised Penta Investments Group on obtaining the merger clearance from the Romanian Competition Council concerning the acquisition of A&D Pharma Holdings NV. This represented a complex matter dealing with multiple relevant markets, as A&D Pharma is a leading pharma group in CEE and one of the most prominent players in pharma retail and distribution in Romania. The case was also the largest notification in Romania and the most complex notification made in the pharma sector in the history of the Competition Council.

Advised BRD Asigurari de Viata on the investigation opened by the Competition Council on the insurance market in Romania. This was a high-level case dealing with an alleged exchange of sensitive information through a professional organisation between competitors providing insurance services.

The law firm is advising Siemens on all competition law matters, in particular, the legal team helps the client navigate the pitfalls of competition law risks in public procurement procedures, including bidding consortia.

Advised MET Holding AG, a major Swiss energy player, on the Romanian competition law aspects resulting from the acquisition by the client of RWE Energie SRL, a major energy and gas trader and supplier in Romania, obtaining the clearance by the Romanian Competition Council. This was the largest transaction in the energy sector completed in 2018 in Romania.

Advised Nestle on the creation of a joint venture with R&R for ice cream and frozen foods. This was a very high-profile transaction. The law firm’s advice included sensitive competition law topics related to distribution systems and due-diligence on the business to be transferred to the joint venture, as well as post-closing implementation assistance.

Specialist lawyer: Iustinian Captariu.

MPR PARTNERS | MARAVELA, POPESCU & ROMAN

Assisted a leading Dutch distributor of maritime and in-land navigation equipment in drafting its EU-wide competition compliance manual.

Assisting a leading producer of wireless electronics in all aspects of an investigation of the Romanian Competition Council against the Client and several of its distributors.

Assisting one of the European leaders on the car rental services market in an ongoing Competition Council investigation on the operational leasing market. The Romanian market is a newly investigated jurisdiction, thus making this a local pioneering project.

Retained by a leading insurance and financial services provider in order to assess several contracts from a competition perspective, to identify red flags and antitrust breaches as well as to provide a competition action plan to be used in the overall strategy of an important dispute resolution matter.

Retained by a leading French retail and food service group, for the competition compliance assessment of its standard supply contract.

Specialist Lawyer: Alina Popescu.

MARKO & UDREA

Providing assistance to a company from the oil&gas distribution field in an investigation undertaken by the Romanian Competition Council.

Specialist Lawyer: David Oprea.

MUSAT & ASOCIATII

Assisting Roche Romania, the Romanian subsidiary of Swiss global healthcare corporation, in relation to the first investigation in Romania dealing with an alleged abuse of dominance in the pharmaceuticals’ industry. After advising the client in all the stages of the investigation procedure and following the issuance by the Competition Council of a landmark decision ruling out any abuse of dominance by Roche Romania, contrary to the allegations made by its distributor. Assisting the client in a voluntary secondary intervention in favour of the Competition Council’s position in the litigation initiated by the complainant with a view to cancelling the decision, as well as in a direct court action initiated by the respective distributor.

Assisting Electrolux, one of the world’s largest manufacturer of domestic appliances, in challenging a sanctioning decision issued by the Competition Council in connection with an alleged cartel between the EEE producers and distributors and WEEE collecting associations, in the form of buy-back campaigns.

Assisting Sig Sauer GMBH & CO. KG , one of the leading weaponry and defence equipment producers worldwide, in the antitrust investigation and the annulment of the Competition

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Council decision regarding alleged bid rigging in certain tender procedures organized in view of purchasing infantry weapons and optical devices, organized by the Ministry of National Defence.

Assisting ECRO SRL, the main distributor of Landis+Gyr products in Romania, in court proceedings related to an investigation procedure undertaken by the Competition Council on the market for electricity meters in Romania with a view of identifying eventual bid rigging and other collusive practices.

Assisted Electromagnetica SA, one of the oldest and most reputed Romanian producers of electronic apparatus, in a litigation against the Competition Council who applied fines to Hidroelectrica and 11 energy traders for having entered into allegedly anticompetitive longterm electricity sale-purchase/supply contracts. The decision released after an investigation procedure launched in 2012 and effectively undertaken in 2015 and the litigation against such is complex, entailing energy market related assessments and matters relating to the correct standard of proof and application of the law.

Specialist lawyers: Paul Buta, Razvan Stoicescu, Iulian Popescu, Angela (Mare) Porumb, Manuela Lupeanu, Dan Minoiu, Julieta Sfecla, Mateea Predescu, Diana Gruiescu, Carmen Turcu, Ioana Cada, Andrei Ormenean.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Assistance and representation of three retail and food & beverages companies in the court challenge of competition fines.

Assistance to a leading player in meal vouchers and other types of employees benefits in obtaining merger clearance decisions following the acquisition of an online platform providing unique solutions for companies for the management of flexible benefits.

Assistance and representation of one of the most active real estate investment companies in the SEE and CEE markets in obtaining merger clearance regarding the development of a logistic project.

Assistance and representation of a company active in the bitumen industry sector in obtaining merger clearance following the acquisition of a company active in the marketing of bitumen.

Specialist lawyer: Georgeta Dinu.

www.rominafurniture.ro

Which Lawyer in Romania

Competition

NOERR

Complex advice for Samsung Electronics on all relevant competition issues with respect to its business activities in Romania, especially distribution agreements/B2B models, price structuring, incentive programmes, internal compliance trainings and procedures, including sector inquiries initiated by the RCC. Advice for a leading agricultural machinery manufacturer, during an on-going antitrust proceeding initiated

by RCC against it, including assistance during dawn raid and subsequent requests for information addressed by the RCC, as well as e-searches and internal compliance actions.

Advising Bristol-Myers Squibb on structuring of internal competition compliance programme, antitrust compliance and dawn raid trainings to local management, as well as on-going advice on all competition related topics.

Advising Stada Group on all relevant competition issues with respect to client’s activities in Romania, including drafting distribution contracts and providing competition compliance training for the management.

Complex advice for a leading European retail chain on all relevant competition issues with respect to its business activities in Romania (core business, real estate business, travel agency related activities), including assessment upon implementation of vertical restraints clauses (single branding/ exclusive supply) in supply/purchase agreements. Further assistance provided during merger control proceeding of various suppliers with impact on the retail market, or during sector inquiries.

Specialist lawyers: Rusandra Sandu, Luiza Bedros, Magdalena Lupoi, Adrian Georgescu-Banc.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Assisted Auchan in merger control proceedings before the Competition Council related to My Auchan proximity stores operating in Petrom gas stations.

Advised Orange in relation to the network sharing agreement concluded with another telecom company.

Advised Albalact in three investigations and a preliminary examination conducted by the Competition Council.

Assisted Dedeman in several

merger control proceedings before the Competition Council related to the acquisition of several companies active on the office, retail and logistic rental markets.

Assisted several leasing companies in the Competition Council investigation on the financial and operational leasing services market and on the consumer credit market.

Specialist lawyers: Mihaela Ion, Laura Ambrozie.

RADULESCU & MUSOI ATTORNEYS AT LAW

Assisted a client in the merger clearance of the acquisition of control over Frigotehnica, one of the most important Romanian providers of refrigeration solutions.

Assisted a client in the merger clearance of the acquisition of control over Electroplast SA, a major Romanian producer of industrial cables.

Assisting a client regarding the overhaul of the company’s full set of agreements with wholesalers, retailers and other partners, in accordance with applicable competition law.

Assisting a client since 2013 regarding all competition-law compliance matters, such as: the company’s internal compliance program, compliance audits regarding the company’s operations in Romania and Bulgaria, any day-to-day compliance matters.

For over ten years the law firm has been assisting a company in all competition matters as well as in the design and implementation of the company’s internal compliance program.

The legal team also assisted the company regarding the Competition Council’s beer market sector inquiry. Among others, the lawyers worked together with specialized economics counsel from the UK in order to assess any risks regarding the company’s presence in Romania.

The law firm’s team has also conducted internal compliance audits as well as trainings for key personnel.

Specialist lawyers: Mihai Radulescu, Victor Iacob.

RTPR ALLEN & OVERY

Advising and representing Electrica in court proceedings in the first facilitator case in Romania to date in which the client was fined €2.3 million for allegedly facilitating a cartel between its meter suppliers. The case raises complex and novel legal issues, such

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as the applicability of the facilitator concept under Romanian law, the interplay between national and EU law, the liability of the company for the unauthorized deeds of deviating employee etc.

Representing Groupama Asigurari in a complex antitrust investigation concerning a potential exchange of commercially sensitive information among the insurance companies in Romania. This is the first time the competition authority is looking into an exchange of information as a standalone infringement.

Represented Maspex Romania in an antitrust litigation in the context of the annulment of a decision issued by the Competition Council in an investigation concerning the food retail sector. It resulted in fines of €35 million imposed on 25 companies, namely Metro, Real, Selgros, Mega Image and their suppliers.

The law firm is representing Zenith Media, one of the world’s leading global media services agencies with 250 offices in 74 markets and world’s largest media services group, in litigation proceedings against a decision by the Romanian Competition Council according to which Zenith, along with other media agencies, has been sanctioned for allegedly agreeing to exclude a competitor from the market. This is a highly complex case involving aspects such as merits, evidence, procedural matters and lack of constitutionality pleas.

Represented Arctic SA, part of Arcelik group, a world-leader in durable consumer goods industry with production, marketing and after-sales services all over the world and 10 brands serving products and services in more than 130 countries. In a further illustration of the firm’s strength in antitrust litigation, they are representing Arctic in a litigation case against a decision by the Romanian Competition Council fining the company along other seven companies members of ROREC waste electrical and electronic equipment recycling association €10.8 million for an alleged cartel concerning price fixing and limitation of sales within buy-back campaigns organized by the association. After a negative decision from the first court, Arctic SA has mandated the law firm to assist and represent the company in an appeal in front of the High Court of Cassation and Justice.

Specialist lawyers: Valentin Berea, Roxana Ionescu, Andrei Mihul.

Which Lawyer in Romania

SUCIU POPA

Assisting Black Sea Oil & Gas, a Romanian based oil&gas company controlled by Carlyle Group, in connection with the drafting and negotiation of the joint sale agreement for the gas produced from Midia Gas Development project, developed in the Black Sea together with its co-venturers, Petro Ventures Resources SRL and Gas Plus International BV, including by providing advice on all competition and regulatory issues entailed by the gas sale agreement and agency agreement with the selected buyer.

Assisting Hunt Oil Company of Romania, the Romanian subsidiary of one of US largest independent oil&gas companies, in relation to the competition aspects related to the marketing and sale of oil&gas produced from projects in Romania, together with its co-venturer OMV Petrom. The firm’s legal advice covers both the structuring and implementation of separate lifting rights under the joint venture agreement, the design of structures enabling selection of gas buyers under competitive procedures as well as assistance on matters related to compliance from a competition and antitrust perspective.

Advising Muller Dairy Romania, one of the largest milk and dairy producers, in relation to competition and antitrust aspects raised by production and distribution agreements to be terminated with old suppliers and agreements to

be put in place with its new distributors throughout the entire Romanian territory.

The firm’s advice included drafting and reviewing production agreements, know-how transfers, distribution agreements as well as legal assistance during negotiation of such agreements with the client’s contractual partners.

Assisted Central Bottling Company, one of the largest international bottling companies licensed for international well-known brands such as CocaCola or Carlsberg, in acquiring the sole control of Muller Romania, the Romanian subsidiary and licensee of Molkerei Alois Müller GmbH & Co. KG, one of the major multinational producers of dairy products. The law firm advised on all the matters related to the review and negotiations of the new license agreement, to implementation of the economic concentration, including the notification of the transaction to and approval by the Romanian Competition Council.

Advised the Romanian Commodities Exchange, the no. 1 commodities exchange in Romania, in relation to the preparation and filing of several complaints to the Competition Council and the subsequent investigation related to natural gas transactions executed on the gas hub operated by the client, as well as on the regulatory intervention hindering competition with another gas hub operator. The firm’s mandate included assistance and representation services before the Competition Council,

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November, 2020, Bucharest

CARTELURI 2020 Forum concurenta si antitrust

www.govnet.ro 125

Competition

support during the investigation, drafting complaints and answers to various Q&As and follow up questions from the competition authority. The matter was successfully solved as the competition authority obliged ANRE to adjust its regulations so as to eliminate restraints and provisions which were found as anticompetitive.

Specialist Lawyers: Miruna Suciu, Andrei Georgescu.

TUCA ZBARCEA & ASOCIATII

Assistance to Vodafone Romania on various competition/antitrust issues arising from its activities on the Romanian telecom market, including further to the acquisition of UPC Romania.

Legal assistance to Coca-Cola HBC Romania on day-to-day competition matters.

Assisting a travel agency during the final stage of an investigation initiated by the Romanian Competition Council on travel agencies market.

Legal assistance to an insurance company in the investigation opened by the Romanian Competition Council in 2015 on the potential exchange of sensitive information through the industry association.

Legal assistance to a pharmaceutical company on various competition related issues arising from its operations on the local pharma market.

Specialist lawyer: Raluca Vasilache 

Which Lawyer in Romania

PPP

DECADES OF PROMISES TO ENACT A FUNCTIONAL LEGISLATION FOR PPP

PPP Romania has never reached the financial closure with any PPP project, although since the 2000s there have been several attempts in this regard. The PPP Laws adopted between 2010 - 2017 were not successful in practice due to various legal limitations.

Te current legal framework still fails to clearly regulate the roles and responsibilities of the main public institutions to be involved in the implementation of PPPs, leaving broad gaps in the legal framework that prevent the development of projects. ďƒ¨

Which Lawyer in Romania



PPP

Since the 1990s, 1749 PPPs worth a total of 336 billion euro have reached financial close in the European Union. Most PPPs have been implemented in the field of transport, which accounted for one third of the entire year’s investment, ahead of healthcare and education.

The EU PPP market was mainly concentrated in the UK, France, Spain, Portugal and G er m any, wit h projects accounting for 90% of the entire market.

We asked lawyers if the situation changed in any way and what investors expect from the state in order to engage into PPP projects? Can we still blame legislation for the lack of projects?

“In a nutshell, the investors are expecting from the Romanian state to become a public partner,” says Adriana Gaspar, Senior Partner, cohead of Public Procurement and PPP practice. “This means for the Romanian state to build and employ the institutional capabilities required to select, prepare, award and implement infrastructure or infrastructure-related projects that meet the private partner test to roll out as PPPs. A scrutiny across the past 20 years of Romania’s business environment shows virtually no public sector progress since the quasi-economic and quasi-juridical PPP concept was first formally regulated in 2002. Frequent administrative staff changes are draining the already scarce experience and know-how and negatively impact the continuity of projects, while reallocation between institutions of the responsibilities for the development of strategic PPP wipe out the value of any lesson learned from past failures.

Insufficient analysis of the economic efficiency of the projects, unrealistic or unnecessary technical requirements, underestimated budgets, significantly outdated feasibility studies, inexistence of geo-technical studies are among the most frequently expressed investors concerns and causes of PPP projects abortion. The award documentation seems generally oblivious to the need that a project prove productive for the private partner to undertake it, bankable to allow funding by financiers and adequately balanced in terms of risks to secure timely implementation within the budget. Having the private partner take risks without assessment is deemed “appropriate” while recognizing

profitability for all PPP stakeholders is associated with “inappropriate” privatepublic relationships exposing civil servants to criminal sanctions.

Additional investor-repellents derive from the history of traditional publicly procured infrastructure contracts, where land expropriation, preparation and delivery to the contractors, permitting, availability of finance are examples of actions that lag often behind contractual deadlines

“In a nutshell, the investors are expecting from the Romanian state to become a public partner."

Adriana Gaspar, NNDKP

and milestones, exposing the project to delays, increased costs due to lack of predictability, loss of momentum or litigation.

The legislation has never been supportive enough and the most recent regulation on PPPs is still to receive implementing norms.

However, it was only during 2010-2018 that the legislation was a real barrier to PPP projects development,” adds Adriana Gaspar.

Iulian Popescu, Deput y M anaging Partner, Musat & Asociatii argues that even though the concept of public-private partnership was streamlined by the European legislation ever since 2004, when the European Commission adopted the guidelines and main directions regarding the implementation and development of this concept among the member states through the Green Paper on public-private partnerships and Community law on public contracts and concession, Romanian legislation has not managed to intake the legal developments in the field and attempted several try-outs aiming to adapt the concept to the local political, economic and social background.

“Until 2018, PPP sector was

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regulated by Law no. 233/2016 on public-private partnerships, an enactment that, unfortunately, contained substantial regulatory gaps and unclear provisions. Moreover, in lack of a set of methodological norms approved for a complete and accurate implementation, the law was practically inapplicable. Given these circumstances, the Government decided to draft a new enactment – i.e., GEO no. 39/2018 designed to amend the legislative gaps and to stimulate private investments, in line with the strategic development guidelines and the actual political-economic context.

In the absence of a prior practice, there is an acute lapse of experience in conducting PPP projects on the side of public authorities. Until a trial and error process builds-up knowledge, this is one of the factors that is and will continue to delay implementation of such projects in Romania. Market is also pointing to a lack of coherence in organizing the process on behalf of the public authorities, the relevant attributions being passed back and forward during the years from one govt. service to another. Separately, we still see insufficient openness to learn from experts, financiers and governments with prior practice in the area. Overall, the PPP was somehow used as political marketing tool rather than an effective mechanism to resolve, even in part, the huge infrastructure gap between Romania and the western European countries.”

“D e spite the present legislative framework, which is generally more

“In the absence of a prior practice, there is an acute lapse of experience in conducting PPP projects on the side of public authorities."

Iulian Popescu, Musat & Asociatii

adapted to the current economic and social circumstances, there are still doubts from investors with regard to the actual capabilities of the state authorities to

Which Lawyer in Romania

PPP

implement such PPP projects in an equitable and efficient manner,” says Andreea Zvac, Senior Associate, Wolf Theiss.

PPP projects generally require a long time period for implementation that should allow the investor to recover its investment and receive a reasonable profit. The various changes in the public policies and strategies and also in the Romanian legislation could certainly affect the implementation of such projects in time. An example is the change in strategy with regard to the Ploiesti-Brasov Highway, which should have been developed under a PPP project (the project started in 2018 and 10 investors had shown their interest) but recently the Romanian Government decided to change the strategy and award the project for building this highway in a standard public procurement project.

Cleopatra Leahu, Partner, Suciu Popa si Asociatii says that GEO no. 39/2018 was enacted due to the failure to implement PPP projects under the previous legislation, being tailored as a tool to implement largescale infrastructure projects through a single procedure, encourage investments and strengthen the fiscal-budgetary sustainability. Immediately after its enactment, the Government published a list of strategic investment projects to be launched as public-private partnerships by the National Commission for Strategy and Prognosis. The list has been further augmented by the Government, yet no project has been successfully signed off to date.

“Consistency in the decision-making process appears to be the still missing ingredien,” adds Leahu.

Raluca Botea, Senior Associate, Coordinator Public Procurement & PPP Practice, Noerr says that GEO 39/2018 follows the structure established by the former legal framework created under Law 233/2016, but intends to regulate in less detail certain aspects. Moreover, the implementing rules were excluded.

Consequently, in accordance with the new PPP legislation, the public partner has the difficult task both to substantiate the necessity to accomplish the PPP project, but also to make it sufficiently attractive for investors and financers.

“However, the legislative deficiencies are not the single reason why PPP projects have not been developed in Romania.

The lack of public resources and the

incapacity of the public authorities to propose predictable and attractive projects for the business environment represent also reasons for which no important PPP project has actually been achieved in Romania,” adds Raluca Botea.

Andrei Albulescu, Partner, Stratulat Albulescu says the Romanian legislation has undergone several changes in

“The Government published a list of strategic investment projects to be launched as public-private partnerships by the National Commission for Strategy and Prognosis."

Cleopatra Leahu, Suciu Popa si Asociatii

the process of implementing PPP projects, with a series of enactments adopted starting in 2010 that tried to consolidate this mechanism of public-private collaboration, which was intended to be very useful for developing infrastructure and access to public services in Romania.

“Although PPP projects are currently being successfully implemented in some countries of the European Union (for example in manufacturing, robotics, cybersecurity, photonics) the Romanian legislation has failed in recent years to make this type of partnership attractive for the private sector.

Despite the current legal framework, which is proving to be more adaptable to the economic requirements by comparison to the previous legislation in Romania no PPP projects have been completed in recent years. There are still doubts about the real possibility for the public authorities to implement PPP projects and for these projects to produce satisfactory profits.

Possible causes of this situation may be: the insufficient political support, the legal framework that is not yet complete

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or coherent enough and almost every year is being subsequently amended or supplemented; the way in which the public policies in the field of public investments are formulated; the administrative capacity of the public authorities to implement PPP projects; and complicated award procedures.

From what we have seen says Albulescu, when interacting with investors in the PPP area, in order to enter in PPP projects, their expectations are usually revolving around the following: a. to know beforehand and in a very transparent and clear manner the procedures for the preparation and approval of a PPP project, including the precise roles of all participants in the venture; b. to be able to accurately determine the costs and revenues of the project, the risks and the distribution of the same between the public partner and the private partner; c. the general conditions related to PPP projects adapted to the specific factual situations, and which can ensure in practice the timely delivery of the services that are the object of the contract; d. a careful regulation of the procedures of communication and public consultation that will ensure the understanding of the concept of PPP and the necessary political and public support.

“My view has always been that it is not the legislation/ or lack of it that it is to blame for not having successful PPP proje cts

“The Romanian legislation has failed in recent years to make this type of partnership attractive for the private sector."

Andrei Albulescu, Stratulat Albulescu

implemented,” says Andreea Sisman, Counsel Clifford Chance Badea. After

Which Lawyer in Romania

joining the European Union on 1 January 2007, Romania had to implement and apply the EU legal framework governing public procurement and concessions of works and services, which sets the framework applicable to the selection process for bidders in PPP projects, even if the concept of “PPP” is not regulated or recognized in the European Union legislation.

For example, the more recent public procurement package of EU Directives adopted in 2014 still contemplate the concept of “concession of works and/or services”. While Romania has struggled over the years to adopt also a separate PPP law in addition to the existing concession

Loredana Van de Waart, Partner Gruia Dufaut Law Office believes that important steps have been taken from a legislative point of view, in order to ensure the success of such projects. “Unfortunately, legislation is not enough for a PPP project to be successful - much more is needed: an efficient and reliable project management, providing financing sources, stability and predictability at a macro level, growing the investor’s confidence in Romania’s capacity to implement such projects.”

“In our view,” says Ramona Pentilescu, Managing Associate, Popovici Nitu Stoica & Asociatii, “a combination of lack of administrative experience in dealing with PPPs, unrealistic expectations and plans, as

“Unfortunately, legislation is not enough for a PPP project to be successful - much more is needed: an efficient and reliable project management, providing financing sources, stability and predictability at a macro level, growing the investor’s confidence in Romania’s capacity to implement such projects."

Loredana Van de Waart, Gruia Dufaut Law Office

of works and/or services legal regime, the absence of such a law or the various flaws of the past PPP laws was not the reasons for the failure. There are other more important factors related to the country and the project that investors are looking at such as: country rating, the sector where the PPP is intended, the grantor entity and its capacity to deliver as well as experience and know how in PPP implementation and management, whether the process run by the public sector is a credible one and the grantor has invested sufficient time and resources in preparation of the project before launching the tender, if the project is financially viable and bankable/ attractive for potential lenders etc.

The legal framework is also important for investors in a PPP in the sense that it has to ensure a fair and transparent selection process for the private partner and at the same time allow sufficient flexibility for the partners to the future PPP contract to implement good international standards already tested in markets with significant track record of PPPs.

well as a legal framework drafted under such prerequisites is to blame for the current lack of PPP projects in Romania.

Most of the main theoretical investor’s expectations have been taken into account when delivering the new legal framework (i.e. more adequate co-financing, State warranties). However, when it came to actually initiating the implementation of a project (by drawing up the award documentation of the PPP contract), the State failed to define the relevant parameters of the project in order to allow a reasonable assessment by investors.

PPP

As an example, for the award of one of the major infrastructure projects – the Ploiești – Brașov Highway – although previous thorough feasibility studies were available, the tender book for the award of the PPP contract contained a very general Substantiation Study, containing only general information. As a result, although initially five potential investors announced candidatures, only one offer has been submitted.

Nevertheless, after a few months of negotiating with the sole tenderer, the Government announced that it has changed its mind about implementing this project as a PPP because “the negotiations would last too much”.

A similar fate has suffered the other initiated PPP project – The Multifunctional Clinic “Dr. Calistrat Grozovici Buildings A and Corp B”. The initial award procedure for this project has been cancelled and a new award procedure has been initiated.”

Vlad Cercel, Partner at Tuca Zbarcea & Asociatii argues that “even before the enactment of the current PPP legislation, namely the Government Emergency Ordinance No. 39/2018, the legal framework, or the absence of a specific part thereof, was not the main cause for the lack of PPP projects or the failure of those that were intended to be implemented. The main causes for such a situation were related to a lower degree of reception and incorporation of the concepts, structure and main features of PPP projects into the national and local public administration environment. No PPP culture has been created and developed throughout the years and the involvement and requirements of financiers which expect to have their loans reimbursed through revenues derived from the project itself were not given proper consideration. Also, sometimes, the risks of the project were not properly balanced, as a significant amount of risks was placed on the private sector, thus resulting in failure to obtain financing.”

“Indeed, the Romanian legislation has

“When it came to actually initiating the implementation of a project, the State failed to define the relevant parameters of the project in order to allow a reasonable assessment by investors."

Ramona Pentilescu, Popovici Nitu Stoica & Asociatii

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Which Lawyer in Romania

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undergone several changes in the process of clarifying the way of implementing the public-private partnership,” says Raluca Mihai, Partner, Voicu & Filipescu. “There are a series of normative acts adopted starting with 2010 that tried to adapt the mechanism of public-private partnership to the economic-political realities. Thus, after the Law on public-private partnership no. 178/2010 (which did not prove its functionality and therefore, was repealed in 2016), and after the Law no. 233/2016 regarding the public-private partnership was repealed too, in May 2018 entered into force EGO no. 39/2018, the normative act that currently regulates the institution of the public-private partnership in Romania.

Although the Romanian state has made efforts to integrate and develop the publicprivate partnership in our economy and introduced a legislative framework able to remove the legislative uncertainty, the potential investors are still reluctant to participate in such projects.

We are convinced that the explanation is simple: the private investors do not engage in long-term projects because of the uncertainty of the recovery of the investment, as well as because of the absence of some real guarantees offered by the public partner regarding the benefits to be realized as a result of such contracts.

Beside the uncertainty of recovery of the investment, other reasons could be represented by the failures registered in the recent years in case of stateguaranteed financial investment projects, poor experience and lack of specialized personnel on such projects within the public institutions and even the suspicion that a collaboration between the public and private sector is based automatically on friendship or personal interests.

Last but not least, we must mention that the cumbersome procedure for awarding the public-private partnership contract, the dozens of documents that must be signed in this regard, the rigidity of the public system to resort to specialized consultants, make the public-private partnerships to seem very complex projects, difficult or impossible to implement.”

“We should blame not only the legislation for the inexistence of PPPs, but also the government quality,” says Gabriel Biris, Managing Partner, Biris Goran.

“The projects developed in a publicprivate partnership are generally complex projects, requiring not only professionalism, but also political decisions. Apparently, the evolution of the investment policies of the Romanian Government show focus

“Sometimes, the risks of the project were not properly balanced, as a significant amount of risks was placed on the private sector, thus resulting in failure to obtain financing."

Vlad Cercel, Tuca Zbarcea & Asociatii

on rather small size projects funded from the state budget (e.g.: the National Local Development Program) and less on large projects that could be developed in a private-public partnership or with European funds.”

After the enactment of the GEO no. 39/2018, where supposedly the Government took into account the proposals of the business environment and corrected most of the shortcomings of previous legislation, are there still flaws in the law?

Adriana Gaspar, Senior Partner, co-head of Public Procurement and PPP practice, NNDKP says that while the law is not perfect, technically, the legislation does not limit the possibility to develop an infrastructure project under a PPP arrangement, it is only the interpretation and application thereof that could.

“A PPP project cannot be developed exclusively on the ground of GEO no.39/2018 and related public procurement legislation, but it requires also reference to an array of convergent national legislation as well as international principles, rules and good practices (Eurostat, OECD, EPEC, to name just a few) to shape an arrangement that accommodates, stimulates and rewards the interests and the contributions of all PPP stakeholders.

Still, the Romanian contracting authorities are manifestly reluctant to rely on principles of law or on norms which, while not conflicting with GEO ne.39/2018, are not expressly incorporated therein, under the threat that administrative or judicial controlling bodies may reach a dissenting opinion as regards the legality of the PPP arrangement that they are negotiating.

This reluctance is one of the factors that we expect to inhibit Romania’s institutional ability to design and pursue a coherent country strategy for infrastructure and the development of majour pillar infrastructure projects,” adds Adriana Gaspar.

“We consider that EGO no. 39/2018 establishes a clear, stable and sufficiently

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flexible legislative framework to allow the combination of public and private financing,” says Raluca Mihai, Partner, Voicu & Filipescu. “However, it is still necessary for the legislation to cover certain aspects, such as: (i) expressly establishing the preparation and approval procedures for a PPP project, including the roles and responsibilities of all the participants in the procedure; (ii) accurately determining the costs and revenues related to the project, the risks and the way of distribution between the public and the private partner; (iii) which are the general conditions related to PPP contracts which can ensure the delivery in time and according to the budget of the infrastructure/ services that are the subject of the contract; (iv) the procedures for public communication and consultation that ensure the understanding of the concept of PPP and the political and public support in all phases of its development.

In the absence of these factors, PPP projects can unreasonably be assimilated with the privatization of public services or associated with mechanisms specific to state aid or, worse, with corruption.

Although many PPP projects can deliver quality infrastructure and services, on time, and with respect to the initially estimated budgets, their benefits are not disclosed to the general public so as to generate trust and acceptance, the market for such projects being insufficiently mature at the moment.”

“The GEO no. 39/2018 is a positive step as it contains a summary of best international market practices in PPPs, which by themselves seem at least harmless if not even helpful for future projects,” says Andreea Sisman, Counsel Clifford Chance Badea. “However, when implementing a PPP project for the first time under the GEO 39/2018, the public sector entity in charge will have to take into consideration how this PPP law corelates with other pieces of Romanian legislation such as the public procurement legislation, the more general legal framework applicable to the public

Which Lawyer in Romania

PPP

“We should blame not only the legislation for the inexistence of PPPs, but also the government quality.”

Gabriel Biris, Biris Goran

sector and administration in Romania as well as with the specific industry legislation, be it roads, healthcare or airports legislation. When a particular pilot project is started in a jurisdiction, it is not uncommon that certain secondary or even primary legal enactments have to be modified or passed in order to allow the project to be successful.”

Loredana Van de Waart, Partner GRUIA DUFAUT LAW OFFICE says that “the GEO no. 39/2018 is mainly aimed at enhancing public and private partnership.

This ordinance lays the grounds for an economically more flexible and reliable relationship for both sides. Moreover, the public partner can also provide guarantees to the private partner, from the very beginning of the partnership.

There is room for improvement in any law, but as I said before, what matters most is the manner of implementation of the legal provisions by the authorities and the management of the such complex projects.”

Iulian Popescu, Deputy Managing Partner, Musat & Asociatii pointed out that the complexity of public-private partnership projects requires more than a legal wording for its implementation, it needs well-founded studies, top consultancy, financially feasible solutions and backup, financing availability and ultimately political will. Also, the management skills to achieve all these is unfortunately not something yet practical for most of the Romanian public authorities/institutions.

Different to public procurement procedures, in PPP, the risk-sharing between the public and private partner is allocated by the former, according to the “ability” of each party to manage such risk. Where not done properly, this results in inappropriate and excessive risk allocation between the parties, a fact that, inevitably, leads to private partners being skeptical about engaging in such large-scale projects.

Also, as per the provisions of GEO no. 39/2018, in order for the necessary public funds to be assigned for the development of PPP projects, within the state budget it should be created the Fund

framework, in order to speed up the process of awarding and implementing the PPPs, which have been included in the Government Plan as a tool to implement public projects with private funds. However, the effect seems to have been the opposite as, so far, investors have not been interested in engaging into insufficiently defined projects, to be awarded within speedy and (too) simple procedures,” adds Ramona Pentilescu.

“Although clarifications have been made in the field of PPP projects, the legislative provisions are still more favorable to public authorities than to investors, which is why, in order to produce the expected effects, the legislation on PPP should be coordinated with other legislative changes to create additional benefits for potential

for financing public-private partnership contracts. However, after more than one year since GEO no. 39/2018 entered into force, this fund has not yet been created.

Therefore, lack of interest in proposing and adopting relevant mechanisms needed for an appropriate implementation of PPP projects continues; hopefully not for long.”

“Undoubtedly, as opposed to the previous legal framework, the current legal framework allows a dialogue between the State and potential investors, addressing some of the faults that have lacked the previous legal framework of any practical effect,” says Ramona Pentilescu, Managing Associate, Popovici the current legislation is not clearly Nitu Stoica & Asociatii. Yet, the corelated with the existing framework in current legislation only addresses the essential topics such as the necessity to rules and principles applicable to prepare a feasibility study.

PPPs from a very general perspective, leaving broad gaps and too much room for parallel requirements that could lead (and, as already mentioned investors (for example tax advantages),” above, have already led) to potential argues Andrei Albulescu, Partner, Stratulat significant practical issues.

Albulescu.

Thus, the current legal framework “The essential issue is the applicability fails to clearly regulate the roles and and effectiveness of this Ordinance.

Currently, no secondary regulations responsibilities of the main public institutions to be involved in the implementation of have been passed with respect to the PPPs. For example, in the case of strategic implementing of the GEO no. 39/2018. national interest projects, one of the main Thus, through GEO no. 39/2018 new legal entities were created such flaws of the current legislation is the lack of clarity concerning the right and methods as the project company (in Romanian: available to National Commission for “Societatea de proiect”) mentioned in art.

Prognosis and Strategy – which is the 4 paragraph 1 of GEO 39/2018 which central unit for awarding the large PPP would become party to the contract. infrastructure projects - to cooperate or However, this term is not defined in the legislation. If these new legal terms are enter into a partnership with the other central or local authorities concerned by not defined by law it will not be possible, the PPP project – and in particular with when allocating responsibility, to correctly the public partner which will be the direct identify the infringed provisions.” owner and beneficiary of PPP asset - in Andreea Zvac, Senior Associate, Wolf purpose to prepare the grounding study Theiss says “usually the flaws are observed and the documentation for awarding PPP in practice. Due to lack of implemented strategic projects. projects at this point the only aspects Furthermore, the current legislation we could note in this respect refer to is not clearly corelated with the existing certain procedures which could be better framework in essential topics such as the developed/clarified like the procedure by necessity to prepare a feasibility study which a PPP project is approved.” which is compulsory in case of any project financed with public funds – prior to the implementation of PPP projects.

“In our view, all these gaps have been intently left in the current legal

legislation

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WHAT CAN BE DONE TO MAKE PPP PROJECTS MORE ATTRACTIVE FOR PRIVATE COMPANIES TO ENTER IN SUCH PARTNERSHIPS?

Andreea Zvac, Senior Associate, Wolf Theiss The Government may consider the development, (perhaps with EU involvement), of specific financial instruments which could support the investors in developing PPP projects. According to the general framework, the financial support of the investment will be ensured fully from the financial resources of the investor or from joint financial resources of the investor and its public partner. The public partner may even contribute to the financing of the investments with financial resources obtained from EU financing.

Ramona Pentilescu, Managing Associate, Popovici Nitu Stoica & Asociatii There seems to be private interest in the strategic PPP projects listed by the Government. What seems to have been missing so far has been a thorough, consistent and long-term approach of these projects by the Government such as to inspire confidence on potential investors and to provide all information necessary in order to assess the project and to obtain financing for its implementation.

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Vlad Cercel, Partner at Tuca Zbarcea & Asociatii Employing specialized consultancy services for the implementation of PPP projects is the key to successfully put into plan such projects. This is necessary particularly in the first phase of development of PPP projects in Romania until training programs will have been successfully carried out and clusters of expertise will have been created.

Structuring PPP projects requires a proper amount of time for preparation, given the long duration of such projects, the involvement of lenders and the need to balance and properly consider the interests of all stakeholders. Robust studies and analysis need to be made by the public sector, which should constitute reliable sources of information for the private sector, even though they will prepare their own studies and projections. The risk allocation should be balanced and, at least in the inception phase of development of PPP projects, the public sector should be ready to take certain risks in order to send out the right signal on the support and willingness needed for the implementation of PPP projects.

Which Lawyer in Romania

PPP

Raluca Mihai, Partner, Voicu & Filipescu It can be considered that the public private partnership offers advantages and efficient solutions for the development of the investment sector in Romania.

In order to attract the private companies to enter in such partnerships, a stable legislative framework is required, as well as: less bureaucracy, accounting and fiscal regulations to stipulate all the economic operations carried out in the PPP project and, also, creating incentives for the private sector Iulian Popescu, Deputy Managing Partner, Musat & Asociatii Although the list of public-private partnerships intended to be implemented by the Government has more than 20 major projects in it, including the construction of highways, hospitals, railways or airports, these looks better on paper than in real life. Some may not be feasible through a PPP mechanism, others may not be economical altogether, but the bureaucracy and poor preparation of the background studies, inflexibility of the awarding procedure, lack of experience in drafting and negotiating PPP contracts, the difficulty in finding efficient financing and the long period of recovery of the investments, are all common factors constituting impediments in attracting private investors in this type of projects.

To effectively unlock PPP potential, we need to learn from successful practice abroad and tailor the entire process in a realistic way, one that makes economic sense for the private partners and its long term financiers. These kind of projects must create long term relationships and thus rushing into a contract without a sound background study and a reliable partner is not advisable. Furthermore, public procurement procedures (as one of initial stages of a PPP project) must be streamlined as these often cause the biggest hurdles at the inception of a project. Presently we still see gaps in the legislative correlation and the mechanisms for a complete and coordinated implementation of GEO no. 39/2018.

Loredana Van de Waart, Partner GRUIA DUFAUT LAW OFFICE The 16 projects pro­ p osed by the Government target fields of activity of great economic potential.

A first measure - essential - is to ensure professional, efficient and reliable management for the implementation of the project and a political consensus of all parties that any government will support the project. Secondly, showing the investors that Romania has the financial means to support the project both in the implementation phase and later! Romania needs a successful pilot project to prove its capacity and determination to coordinate and implement an important PPP project!

For the time being we can only exhibit failures and such negative history is not helpful in building investor’s confidence at all!.

Adriana Gaspar, Senior Partner, co-head of Public Procurement and PPP practice, NNDKP The Government’s agenda of projects is indicative of needs only; the priority ranking and the launching of the projects will be given by budgetary limitations and institutional capacity to build feasible and bankable PPPs. Raluca Botea, Senior Associate, Coordinator Public Procurement & PPP Practice, Noerr As mentioned above, the public partner has the difficult task to make a PPP project sufficiently attractive for investors and financers. The benefit for the business sector is the financial opportunity which results from this kind of investments, sharing the risk of an investment between private entities and public bodies. By sharing the risk of an investment between private entities and public bodies, the public private partnership is able to generate solutions which otherwise wouldn’t be viable for any party individually.

Consequently, the proposal for the risk distribution and the financeability of the project are the main elements which will be of interest for investors and financers, being the essential indicators in taking the decision on the advisability to participate or not in a project awarding procedure.

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Andrei Albulescu, Partner, Stratulat Albulescu According to the public releases issued by the Romanian Government representatives, no contract has been concluded so far in public-private partnerships under the new legislation.

However, PPP is of the utmost importance for the development of Romania economically, through the transfer of the know-how available from private companies having behind them years and years of experience in certain key domains in order to counterbalance the decisions taken at state level which most of the time are not profitoriented but rather subject to the limitations specific to the official State public authorities/ its managers, which are unfortunately not adapted to the economic realities.

In our country, investors are reluctant to get involved in PPP projects. The explanation given is that Romanian investors do not engage in long-term projects because of the uncertainty of the return on investment and because of the absence of any real guarantees offered by the public partner regarding the benefits to be realized as a result of such contracts.

To these can be added the failures recorded in recent years in the case of stateguaranteed financial investment projects, poor experience, and lack of specialized personnel on such projects within public institutions.

The objective of the private investor is to make a profit, so that if a contract does not provide for a firm clause by which the public partner compensates for the possible difference between the realized and the estimated profit, it is difficult for an investor to enter into such a collaboration.

In our opinion, it would be useful to start with partnerships that require limited expense and which are for a relatively short period of time, to be used as ‘pilot’ projects.

If these investments were successful, the confidence of investors in such projects would increase, and the national experience too.

We must mention that it is believed that investors would enter into such projects if changes would occur that would eliminate the still complicated procedures, the large number of documents to be signed, and the rigidity of the public system.

Also, to attract investors in this process, there is a need for a stable legislative framework, less bureaucracy, accounting and fiscal regulations that deal with all the economic operations carried out in PPP projects, as well as incentives for the private sector.

Which Lawyer in Romania

Most representative projects CLIFFORD CHANCE BADEA

Advising a construction company in a litigation related to the public procurement procedure seeking the award of major railway infrastructure contract.

Advising a potential bidder in the public procurement process for a major PPP project in the road infrastructure sector.

Advising a Romanian bank in a dispute concerning the rules and principle governing the bank accounts used as performance bond in public procurement procedures.

Specialist lawyer: Andreea Sisman, Simona Neagu, Radu Ropota.

D&B DAVID SI BAIAS

The team specialized in public procurement and European funds provides consultancy and legal representation on the preliminary issues which equally concern the procedures for awarding several public procurement contracts by the contracting authority, and also to the aspects related to obtaining non-reimbursable funds for carrying out modernization of the irrigation systems for which the respective public procurement contracts are to be concluded.

The team specialized in public procurement and European funds is assisting and representing a national company acting as a leader in the defence and security market, more than 20 disputes in the last year, in relation with the public procurement procedures afore the National Council for Solving Complaints and all competent courts of Romania in a significant number of complaints and appeals against the decisions of the contracting authorities or in challenging the documentation/result of the public procurement proceedings, as well as in disputes related to the performance/suspension/annulment of the public procurement contracts.

The law firm successfully assisted and represented a national company in a dispute regarding the annulment of an undisclosed procurement procedure for ammunition organized by derogation from the public procurement law, with an estimated maximum value of about €2.5 million. During the procedure, the team also obtained a decision from the High Court of Cassation and Justice of Romania ruling, for the first time in

Romania, that the specialised public procurement courts are competent to analyse the legality of the initial decision of the contracting authority to apply for an undisclosed public procurement procedure.

Specialist lawyers: Amelia Teis.

GNP GUIA NAGHI AND PARTNERS

Legal assistance to a major company in the forestry sector, on developing internal policies are rules to be implemented by the acquisition departments regarding participation to public tenders for acquiring timber.

Legal assistance to a major pharmaceutical company on enforcement of a framework agreement on public procurement of National Immunization Program vaccines, as well as the subsequent contracts. The law firm provided legal advice on the interpreting of contractual provisions in order to ensure compliance of all actions with the legal framework.

The law firm provided advice and legal opinions to a major romanian vertically integrated company active in the pharma sector on matters relating to the applicability of the provisions in public procurement matters.

The law firm provided services consisting in consultancy to a major Association of public interest, regarding the management of the Association ‘s funding sources. Also, the team analyzed the contracts concluded by the Association with different partners from the perspective of the rules applicable to public procurement.

Specialist lawyers: Manuela Guia, Bianca Naghi, Tudor Nacev.

GRUIA DUFAUT LAW OFFICE

Assisted a major telecommunications operator in connection with public procurement operations.

Provided legal assistance during judicial proceedings related to transport infrastructure contracts.

Assisted an important player in the health sector in connection with public procurement procedures.

Assisted and represented the leading mobile services provider in Romania in all its case files related to public procurement: complaints in front of National Council for Solving Complaints, claims for the suspension of

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the award procedures and of the public procurement contracts, legal actions.

Assisted a large auto spare parts supplier during public procurement proceedings.

Specialist lawyers: Loredana Van de Waart, Teodora Koletsis, Cristina Bojica, Andra Paun.

IONESCU SI SAVA

The law firm’s team is representing one of the Bucharest Municipalities in conducting a procurement procedure of financial services, in order to attract both external and internal loans in total amount of €100 million. Taking into account the medium and long term objectives of the client in developing different local projects related to constructions, utilities, infrastructure and education, for which financial liquidity is required, the project implied complex and specific requirements to be included in the procurement documentation.

The public procurement team provided legal assistance and consultancy services to a public authority, which has in its administration 58 educational units, during a public tender organized for the acquisition of fresh fruits for the students, a program ran by the Government with the support of the European Union. The team assisted the client in preparing the necessary documentation for the public tender and represented it at the conclusion of the framework agreement.

The firm’s public procurement team provided legal assistance and consultancy services to a public authority, which has in its administration 58 educational units, during a procurement procedure in order to conclude a 6-years lease of a 3,200 square meters space.

The team assisted the client in its capacity of lessee in drafting the lease agreement, as well as during the negotiations of the terms and conditions of the lease, in order to obtain a discounted price.

The public procurement team provided legal assistance and consultancy services to a public authority, which has in its administration 58 educational units, during the negotiations with the sole office and stationary supplier of the client which refused to conclude the annual agreement, claiming that it is mandatory to renegotiate the price set in 2017 to the amount of €460,000, considering

PPP

Which Lawyer in Romania

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a legal provision which imposes the insertion of a price adjustment clause to framework agreements concluded for a term that exceeds 48 months.

The procurement team assisted a public authority, which has in its administration 58 educational units, during the conclusion of a contract for construction works estimated at over €96,800. The client preferred to perform a direct public procurement, due to the fact that, under the provisions of the Public Procurement Law, it is the most efficient and fast procedure, although it is limited under a series of prices. The law firm’s team managed to negotiate the contract with the constructor in order to perform the works at a discounted price.

Specialist lawyers: George Ionescu, Dana Petroi.

KINSTELLAR

The law firm is assisting EBRD on a €57 million senior, secured loan facility granted to a jointly owned Romanian subsidiary of LLC LukoilEcoenergo - Russia and ERG Renew SpA - Italy in relation to the construction, commissioning and operation of an 84MW wind farm in Romania.

The firm is advising EBRD on a USD denominated secured loan to Serinus Energy group, an international oil&gas exploration and production company with operations in Tunisia and Romania, for the financing of a hydrocarbon power plant located in the north of Romania. After the initial financing phase, post-closing amendments phases are being implemented.

Advising EBRD on an €23 million loan to Eti European Food Industries SA, guaranteed by Eti Gıda Sanayive Ticaret AS, for the purpose of financing the construction, equipment and placing into operation of the greenfield confectionery production plant located in Craiova, Romania.

The law firm is advising a leading Hungarian bank on a financing for the engineering, developing, building, commissioning and operation of hydroelectric power plant in Romania.

It involves energy regulatory and real estate due diligence checks as well as banking & finance matters. It also involves coordination with foreign counsels. This is a complex, ongoing cross-border matter.

Advising Siemens on various public procurement aspects in connection with public tenders in which Siemens

participates either as bidder or as subcontractor and/or third supporting party. This is a complex matter involving expertise from several areas, such as public procurement, administrative, real estate, construction and civil procedure law matters as well as the need of understanding complex technical aspects relating to the matters.

Specialist lawyers: Remus Codreanu, Bogdan Bibicu.

LOSPA LAWYERS

Represented Sara Buzau, one of the major manufacturer and supplier of seamless and welded carbon steel fittings companies worldwide in relation to the public tender procedures for EU Project of Common Interest 7.1.5 ‘Gas pipeline from Bulgaria to Austria via Romania and Hungary’.

The firm has dealt with complex public procurement law issues, assisting the client in the preparation of the bid and representation before National Council for Solving Complaints.

Specialist Lawyer: Paul Lospa.

MPR PARTNERS | MARAVELA, POPESCU & ROMAN

Retained to represent a leading Romanian distributor of specialized vehicles in a complex dispute referring to the awarding of a public contract in the defense sector.

Representing an impor tant developer and operator of shopping malls in an intricate dispute concerning the annulment of several administrative acts issued by the public authorities for construction purposes.

Representing one of the largest project management Romanian companies in connection with several disputes concerning a highly complex public acquisition contract.

Representing a leading Spanish construction and infrastructure company in a public procurement litigation regarding the acquisition of two water treatment stations in front of the National Council for the Settlement of Complaints, first instance authority for public procurement disputes.

Assisting the client, active in the construction sector, in several disputes against the investment authority, concerning the performance of several public acquisition contracts.

Specialist Lawyers: Gelu Maravela, Alexandra Rimbu.

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MUSAT & ASOCIATII

Assisted Sutech SRL on various contractual and public procurement aspects, including various negotiation with the members of the association and the contracting entity, in connection with the project ‘Enhancement of the Romanian transmission system between OnestiIsaccea and reverse flow at Isaccea’, initiated by the Romanian National Gas Transmission Company Transgaz SA Medias. The project is included in the Union list of projects of common interest, adopted through Regulation (EU) 2018/540 of 23 November 2017.

Assisted Net Brinel in connection with the awarding procedure organized by the Romanian National Institute of Statistics for the acquisition of ‘Technical support and maintenance services for Oracle 2019 licenses’. Specifically, the law firm assisted the client in relation to punctual procedural issues, including final steps and negotiations meetings with the contracting authority for the finalization of the awarding procedure and signing of the public procurement contract.

Assisting Delta Antrepriza de Constructii si Montaj 93 SA, an important local construction and engineering company, in relation to a FIDIC contract regarding a major project for the extension of water and sewage systems. The firm assist the client in relation to both the prelitigation and litigation stage.

Representing Construcciones y Auxiliar de Ferrocarriles (CAF), in connection with its participation in the public tender launched by Metrorex SA, the local company which runs the Bucharest Metro, for the acquisition of 51 six-car metro trains to operate on Metro Line 5, Drumul - Taberei segment, with an estimated value of €344 million.

Representing Harris Corporation - an American technology company, defence contractor and information technology services provider that produces wireless equipment, tactical radios, electronic systems, night vision equipment and both terrestrial and space-borne antennas for use in the government, defence and commercial sectors, in relation to its involvement within the public acquisition procedure in Romania and follow-up offset investment obligation associated with the acquisition.

Specialist lawyers: Gheorghe Buta, Iulian Popescu, Angela (Mare) Porumb, Andrei Ormenean, Iuliana Iacob, Ramona Cirlig, Ana Maria Abrudan, Ioana Cojocaru, Cristina (Iliescu) Mircea.

Which Lawyer in Romania

PPP

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Successful representation of the joint venture formed of three Spanish and French companies in the successive phases of the disputes regarding the award of a public procurement contract.

Assistance and representation of a printing house in the litigation proceeding phases in front of National Council for Complaints Solving in relation to the challenge against the decision of the Romanian central authority to award the contracts for acquiring printed and digital schoolbooks.

Successfully assisting and representing a construction consortium in the public procurement phase and in the litigation proceedings against the procedure result, as well as continued assistance regarding projects’ implementation.

Assistance and representation of a multinational conglomerate company in relation to the challenge against the decision of the contracting authority to reject the client offer.

Specialist lawyers: Adriana Gaspar, Adina Chilim-Dumitriu.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Assisted the Local Council of Mogosoaia on the PPP tender for the development of Carol Davila Universitary Medical City.

Advised SAP on a public procurement tender organised by the Romanian Competition Council for the acquisition of a Big Data Platform.

Assisted an Austrian IT company on the successful settlement of a public procurement dispute in relation to the delivery of an integrated informatic system for the control of road traffic in Romania.

Advised Swietelsky on the successful award of an €700 million public procurement contract concerning railway rehabilitation works.

Assisted Siveco on the successful award of a public procurement contract concerning maintenance, extension and development of the informatic system of the Paying and Intervention Agency for Agriculture - APIA.

Specialist lawyers: Florian Nitu, Alexandru Ambrozie, Ramona Pentilescu, Alexandru Ciacoi.

TUCA ZBARCEA & ASOCIATII

Legal assistance to Eurotransgaz SRL, Transgaz’ subsidiary in Moldova, concerning the award of works contracts for the execution of the Pipeline interconnecting Romania’s Gas Transmission System with Moldova’s Gas Transmission System, Phase II, for the Iasi-Ungheni-Chisinau Direction.

Legal assistance to a Chinese company in connection with the award procedure carried out for Modernisation port infrastructure by increasing the depths of fairways and docks and enhancing the safety of navigation in the Port of Constanta.

Legal assistance to Telekom Romania, Telekom Romania Mobile in connection with a €84 million concession contract for the construction and operation of the backhaul elements of an electronic communications network in Romania.

Assistance to a multinational company, on the public procurement law matters regarding works execution of a public acquisition contract in the railway sector, amounting to several hundreds of millions of Euro.

Advising China General Nuclear Power Corporation on a large-scale investment estimated at €7.2 billion for the development of Units 3 and 4 at the Cernavoda Nuclear Power Plant.

Specialist lawyers: Serban Paslaru, Vlad Cercel.

VLASCEANU, ENE & PARTNERS

The law firm is assisting a leading Dutch oil&gas operation and maintenance expert company in participating to the competitive negotiation tender organized by the largest oil&gas operator in SEE region for surface and transportation services to its onshore installations. The client is part of a consortium bidding under the said tender. The mandate includes assistance throughout all phases and on all matters of the tender, including negotiation of the consortium agreement and its implementation, analyzing risks/benefits from a business-commercial perspective, setting up the corporate structure for the client’s Romanian presence and

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designing the related decision-making mechanisms.

The law firm assisted the leader of Romanian Black Sea shallow offshore operation and maintenance services in developing a strategy to challenge the competitive dialogue tender organized by the largest oil&gas operator in SEE for the provision of offshore operation and maintenance services. The firm advised the client on the potential strategy - grounds, consequences, potential pros and cons, of challenging the awarding procedure from a commercial/business perspective, providing a detailed analysis of the awarding procedure and ultimately, challenging the awarding procedure.

The law firm assisted a leading global provider specializing in the engineering, manufacture, sales and service of Electric Submersible Pump systems (ESP’s) in participating to the open tender organized by the largest oil&gas operator in the SEE region for electrical submersible pumps systems and related services for onshore and offshore oil&gas wells. The mandate included assistance throughout all phases and on all matters of the tender, analyzing potential risks/benefits from a business-commercial perspective, advising with respect to the form of participation (i.e. no consortium, retaining subcontractors), advising on functional aspects regarding the SEAP platform and assisting the client in dispute resolution proceedings against the contracting.

The law firm assisted the Romanian leader in supplying downhole pumps and equipment along with the subsequent maintenance services in connection with its participation to the competitive negotiation awarding procedure organized by the largest oil&gas operator in the SEE region for the provision of pumps, downhole equipment and related services for onshore oil&gas wells. The mandate included assistance throughout all phases and on all matters of the tender, including analysis of the potential risks/ benefits from a business-commercial perspective, advising with respect to the form of participation (i.e. no consortium, retaining subcontractors) and reviewing the Framework Agreement and drafting proposals for amending thereof.

Specialist Lawyers: Daniel Vlasceanu, Raluca Teodorescu, Raluca Spinu.

Which Lawyer in Romania

VOICU & FILIPESCU SCA

Assistance and representation of an important Romanian company specialized in providing architectural services within a public procurement procedure of the type of solutions competition organized by a county council. The law firm offered assistance and representation of the client in the litigation having as object the challenging of the result of the procedure, being requested to the court: the revaluation of all submitted projects, awarding scores corresponding to the fulfillment of the award criteria and the issuance of a new result of the procedure, in compliance with the mandatory requirements of the Competition Regulation and the legislation in force.

Ongoing assistance to the Romanian subsidiary of a major US based producer of medical equipment, specific maintenance and support services in connection with various legal aspects in connection to its business activity in Romania, including participation in various public procurement tenders organized by Hospitals, Universities and other public institutions as well as representation in front of National Council for Solving Complaints and the relevant courts. Most recent projects include assistance in Carol Davila Hospital tender for acquisition of a RMN equipment following various

complaints and motions to intervene in front of the National Council of Solving of Complaints and Bucharest Court of Appeals, assistance in Ministry of Health supply contract for a series of RMN equipment in a tender organized on the procedure and rules of World Bank, followed by litigation according to the administrative law.

Assistance in two distinct public procurement procedures organized by a Romanian integrated oil company, the largest corporation in Romania and the largest oil&gas producer in Southeast Europe, for the award of a Supply of Chemical Products and Related Services contract and a Chemical Treatment Services contract. Rendered services in each procedure included preparation of the offer, including assessment of tender documentation and drafting proposals for clarification requests to be addressed to the contracting company, analyse of clarifications posted in SEAP, preparation and double check of ESPD form, other relevant advice on the legal aspects of the tender, prior notification to CNSC, analysis of contractual terms and preparation of a list of proposed contractual deviations to the standard framework agreement. Ongoing assistance to this client related to specific procurement platforms and procedures.

Assistance to a leading global maritime services company operating in the dredging, offshore energy and inland infra-sectors in preparing complaints in front of CNSC and representation in front of the competent courts of law in relation with all litigation files in the public tender organized by Dobrogea Basin Water Administration for the award of the works contract for protection and rehabilitation of the Romanian sea coast. Ongoing assistance regarding the contestation procedure in front of CNSC. Ongoing assistance to the American global provider of water, hygiene and energy technologies in connection to its participation in various public procurement tenders organized by Hospitals, Universities and other public institutions for supply of cleaning and hygiene products including assistance in preparation of the offers and well as representation in front of National Council for Solving Complaints and the relevant courts with a consistent rate of success.

Some of the most recent projects involved assistance and representation of the client in relation to filling complaints against the tender award result organized by Timisoara Hospital Pius Branzeu for Supply of cleaning products as well as advice with regard to participation of the client to a tender organized by Braila Hospital ď ś

Event organised by

June, 2020, Bucharest

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PPP

WHITE COLLAR CRIME Which Lawyer in Romania

White Collar Crime

ASSISTING BUSINESSES IN THE FIGHT WITH ECONOMIC AND FINANCIAL FRAUD

E AR E

The white collar crime practice in Romania is becoming more and more popular and law firms. Globally, the proportion of organisations reporting economic crime has gone up from 36% in 2016 to 49% in 2018. International and local corruption incidents involving corporations are on the rise and over the last couple of years, the trend shows that the number of criminal investigations launched against corporations is steadily increasing. As a country specific aspect, Romania is highly criticized for not prosecuting/ fighting corruption in the public sector. With more prosecutions also for private white collar cases, we asked lawyers how would they describe the current situation? ďƒ¨

WHITE COLLAR CRIME

Which Lawyer in Romania



White Collar Crime

“The latest MCV report is one of the most critical so far for Romania,” says Gabriel Albu, Managing Partner Budusan, Albu & Asociatii. “Among the recommendations is the implementation of a robust and independent system of appointing highranking prosecutors based on clear and transparent criteria, with the support of the Venice Commission. We named this first recommendation as many times we publicly said that recruitment is a major problem for the judicial system in Romania.

We consider the contemporary Romanian judicial system is ‘young’ and subject to many (re)organizations and pressures to deliver. It is also underfunded and is organized in an old-school way. As we have stated on many occasions, the criteria for entry into the system and the criteria for promotion, its ‘deliverables’, should, in our opinion, be subject to serious debate and reorganized accordingly. A radical reform is needed regarding recruitment in the judicial system – which involves young graduates, followed by a crash-course, without the test of life experience.

Let’s take a look at 2012-2017 interval, by far the most dynamic period for ‘criminal cases market’, in the context of increasingly aggressive and sophisticated practice of specialized judicial bodies to investigate different types of complex and serious crimes (in particular, DNA and DIICOT).

Then, the Romanian justice system, under pressure of all kinds (political, public, MCV etc.), delivered (and could not do otherwise) remarkable results, as well as some very questionable. Acknowledging this reality should constitute an invitation to reflection for all those responsible to proceed.

Presently, the exuberance of the previous years, with its advantages and disadvantages (ultra-rapid processing, sometimes superficial, of some causes, the exaggeration of the preventive measures) has calmed down significantly. Cases now pending have a more natural and therefore slower processing rate, the issues addressed by the authorities are no longer overly innovative, the measures have no longer that high

degree of aggressiveness visible in previous years, the public communication is done in a more balanced way. Yes, there are still cases in the making, but in an environment more favorable for asserting and proving the professionalism of all the actors involved, as compared to the explosive judicial environment of the last years. The courts no longer feel that pressure to deliver results (where, unfortunately, the expected ‘deliverable’ was the conviction solution, and not any legal and sound solution), as well as prosecutors’ offices.

It is not to be understood that excessive relaxation of anti-crime efforts would not be problematic. We should continue to be concerned about the fight against corruption and crime generally and the impact of its consequences on the Romanian economy, which is necessary to follow its course towards a maturity similar to that of other Western countries.

The legislative uncertainty is also problematic, as it can determine prosecutors’ offices and the courts towards a dose of expectation, until the issues in question are clarified. It would be desirable that the regulations be designed in a more professional way, based on impact studies, not to be adopted in a hasty manner and under pressure of mainly political purposes (for example, it was absolutely improper to adopt the criminal and criminal procedure codes without long and hard parliamentary debate, by assuming the responsibility of the Government). As reforms of criminal law and criminal procedure are obviously absolutely necessary, it is also true that they must be done with professionalism and without excessive political partisanship, because criminal justice is a state ‘antibody’ essential for the proper running of our lives, after all,” adds Gabriel Albu.

Liviu Togan, Partner, Musat & Asociatii believes “the fight against corruption and bribery represents a high priority to the Romanian Government. To this end, the Cooperation and Verification Mechanism (MCV) was set up to assess progress in the reform of the judiciary, corruption and organized crime and its results are published yearly.

“A radical reform is needed regarding recruitment in the judicial system - which involves young graduates, followed by a crash-course, without the test of life experience."

Gabriel Albu, Budusan Albu & Asociatii

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In this context, the number of prosecutions in public sector corruption files as well as in private white collar cases has increased in an effort to comply with the MCV requirements.

Nonetheless, this has led more recently to a wave of criticism especially in relation to public sector corruption cases many of which were thought and some of them proved to be abusively handled and politically driven.

In addition, adds Togan, further to the recent amendments to the Romanian Criminal Code and Criminal Procedural Code expected to be passed in the next period of time, addressing some of the issues that practitioners were confronted with, but also under the pressure of the media which has unveiled many files which were very poorly handled, the number of corruption files has slightly decreased. As regards private white collar cases, these have a constant trend and occur in various areas of business.”

“The prosecuting/fighting of corruption in the public sector has slowed down to a certain extent in the past 2 years due to political pressure,” says Ligia Popescu, Partner, Wolf Theiss. “However, it is expected that the fight against corruption including without limitation white collar crime will resume. The candidacy of a Romanian prosecutor for the position of European Chief Prosecutor and a potential appointment at this high level is expected to enhance the local fight against corruption including without limitation cases related to EU funding.”

Dan Ciobanu, Partner, Suciu Popa si Asociatii argues that “the phenomenon of fighting the public sector corruption became more visible in the past six years.

Also, the constant changes or desire to change the criminal legislation attracted a higher attention of the media, which has transformed the fight with corruption into a public process.

As regards the criticism, this kind of feed-back has been directed in the majority of cases to the government ruling-party alliance, as the promotor of public policies that, in some cases, have been adopted only to diminish the impact of the various criminal investigation proceedings or to stay certain criminal investigation of public officials performed by DNA. On the other side, the increase of the number of prosecutions for private white-collar cases is perceived at the public level as a sign of normality for the criminal prosecution bodies, whereas the public attention in the past years has been concentrated over the criminal prosecutions from the public sector.”

Legal Opinion

SC HOOL’S IN SESSION ABC lessons for Romanian companies

on a regular basis and whenever there preventive bribery and corruption With the beginning of a new school year is a significant change in the company’s measures. We will draw your attention to for children, we also invite companies to ABC program. Also, participation to a number of 5 key ABC measures to be be students and join us in learning the these trainings should be registered taken into consideration: ABC. Although not as entertaining as and, hopefully, if the trainings were learning the letters (ABCD…YZ), but effective, these registers will not be just as important, this class will teach requested by the prosecutor, but the Anti-bribery and Corruption keep them just in case.

(ABC) measures. Welcome!

4. Applying the ABC Although sometimes it is better for program to partners – the good news to come first, starting implementing the ABC principles with the not-so-good news will in business relationships is a must ensure that this class will end on a to any ABC program. This may positive note. be done by informing third-parties On the downside, acts of bribery of the company’s principles and/ and corruption are thoroughly or conducting third-party trainings. sanctioned in Romania with Special attention should also be fines or imprisonment. Directors, paid to the contracts, which should shareholders and/or employees Alexandru Ambrozie, Ana Stoenescu, include an ABC clause and regular may be accused of these offences Partner Popovici Nitu Associate Popovici Nitu audit requirements. Counterparty due either for being the author or an Stoica & Asociatii Stoica & Asociatii diligence can involve a lot of work accomplice; also, the company may and sometimes companies prefer to be investigated as well if it is proven engage third-party providers to conduct 1. Conducting ABC riskthat the individuals acted in the name of the checks. Taking these measures may assessments (risk-mapping) – the company or even just in its interest. ensure that a company will not ‘go down’ the first step to implementing any ABC In spite of these offences and hard together with partners who may have measures is to conduct a risk-assessment. sanctions, the Romanian ABC legal stepped out of line.

Identifying risk factors, calculating residual framework does not impose any legal 5. Internal and external risks based on information and data compliance obligations or preventive controls, together with from various sources in the company will measures for companies. Unlike whistleblowing channel – it is best ensure a compliance program that is countries such as France, UK or USA for the control system to be structured tailored made. Keep in mind that effective that have regulated the ABC measures, on multiple levels and for it to include ABC programs are adapted based the companies registered or which are a compliance officer. The middle and on risk-assessments that are performed conducting their business in Romania senior management should be involved periodically, reflecting current risks. have no such obligations. and receive reports from time to time 2. Developing an ABC program It might seem that we should be thankful from the control departments. If needed, – a proper compliance program entails for less compliance obligations, but it is external control may also be engaged. policies, procedures, ethics and measures not the case. The importance of any ABC A whistleblowing channel should allow aimed at reducing the risks identified as measures implemented in a company employees to report behaviors that violate a result of the risk-mapping. The program incorporated in Romania arises in case of the ABC program or are questionable should be well implemented, reviewed a criminal investigation. Prosecutors pay from an ABC perspective. Companies and revised, as prosecutors analyze great attention to compliance measures may choose how this channel is and dismiss any ‘paper programs’. when determining if a company acted implemented, from hotlines, to engaging Nonetheless, the company’s senior with intent or negligence (in which case a third party or using the internet. Keep management should support and commit the conditions for certain offences may in mind that an effective whistleblowing to implementing the internal controls, not be fulfilled) or when determining channel allows employees to report policies and any measures for preventing who committed an offence (e.g. just an anonymously. To complete the process, and detecting bribery and corruption. employee, a third party, a supplier, or if each report should be followed by an 3. ABC trainings for employees the company was involved as co-author internal investigation which may lead to – ensuring that employees receive or accomplice). disciplinary sanctions and/or criminal trainings (as part of the induction Consequently, should a company be complaints. process, but also periodically) are a able to prove that prevention of bribery This list may keep on going, but as key compliance measure. The company and corruption acts is a priority and it ABC compliance is still an unexplored should be able to prove that the trainings has instated policies, procedures and territory for most Romanian companies, were not a mere formality, but instead controls in this regard, the risks of criminal we’ve provided a ‘must’ package of they were (i) tailored according to different convictions for bribery or corruption are ABC measures. Although they are not yet jobs and responsibilities; (ii) preferably significantly lower. mandatory, they may show their value face-to-face, not just made available Luckily, companies may be inspired by when we expect it the less and, as we’ve through an e-mail; (iii) based on real the US and UK practice, by the recent all learned at some point, it is better ...to examples, not only ideas or hypothetical French regulations or by the OECD be safe than sorry. scenarios; and most of all (iv) provided recommendations when establishing

Which Lawyer in Romania

White Collar Crime

While there is always room for investigations in the public sector and Romania is not likely to abandon this ‘tradition’, day-by-day the number of private white-collar cases in Romania increases as pointed out by Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii. “Although for most companies this may be surprising as they would never expect to be criminally investigated, they should be aware that not only the business environment is subject to change, but the criminal investigation institutions are constantly trying to keep up.

By 2019, we have more than a decade of private companies being subject to criminal sanctions. I would definitely say that by now prosecutors have gathered experience in investigating companies and statistics are in line with this statement – each year hundreds of companies are investigated; 807 companies were investigated in 2018 only,” adds Ambrozie.

“Similar to last year, Romania is still both highly recognized and at the same time criticized for the ways the authorities were fighting corruption. Private entities were, indeed, among the authorities’ targets this year but still, we have seen a clear decreasing trend in prosecuting/ launching new investigations against them,” says Bianca Alecu, Senior Associate, Clifford Chance Badea. “Several high-profile corruption cases, involving both public and private sector actors, have changed last years’ trend; many files were sent back either to the prosecutor’s office to resume the criminal investigation or to courts, for retrial of the cases, or they even ended with acquittal solutions. Such outcomes were mainly generated by the CCR decisions among which those leading to the annulment of evidence unlawfully obtained by ways of performing criminal investigations and gathering of evidence and the exclusion of the Intelligence services from the running of criminal investigations.”

The collaboration between authorities and lawyers in the forensic activity is paramount for the performance of criminal investigation, so we asked how this partnership with the judicial authorities works?

“The role of a lawyer cannot be reduced to merely assisting and representing a client - lawyers closely collaborate with prosecutors and judges and contribute in a decisive way to a correct determination of the factual situation,” Liviu Togan, Musat & Asociatii “In the current configuration of the judicial system of Romania, it is difficult to talk about the collaboration of the authorities with lawyers in the area of forensic activity,” says Dan Ciobanu, Partner, Suciu Popa si Asociatii. “One of the main reasons for this limited collaboration is the fact that under the provision of the Criminal Procedure Code, the criminal investigation is not a public procedure. The investigation proceedings are conducted or directly coordinated by a prosecutor.

The cases in which the judicial authorities are allowed or bound to collaborate with lawyers are strictly provided by the Criminal Procedure Code (e.g.: in case of mandatory judicial assistance of the suspect or defendant, or lawyer’s right to have access to the documents of the criminal investigation file, once the accusations are formalized). Thus, most parts of the criminal investigation process are performed by the judicial authorities without involving any kind of collaboration with lawyers.

Moreover, as a general remark, in the criminal investigation phase, lawyers have to file a written request for every piece of information they require from the criminal prosecution file, whilst the prosecutor has the right to reject or to postpone such a request.”

Liviu Togan, Partner, Musat & Asociatii believes that lawyers, prosecutors and judges need to work together for the proper administration of the act of justice, as well as for the purpose of carrying out justice and finding out the truth, without, however, deviating from the basic principles of the two professions.

“We believe that the role of a lawyer cannot be reduced to

“With the increase of private entities’ focus on risk assessment and compliance matters, a visible change is observable in case of data protection and private withe-collar corruption."

Dan Ciobanu, Suciu Popa si Asociatii

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merely assisting and representing a client lawyers closely collaborate with prosecutors and judges and contribute in a decisive way to a correct determination of the factual situation, leading to a final legal and grounded decision in a litigation file.

Nevertheless, the overall collaboration of the judicial authorities with lawyers could still be improved, as many prosecutors still consider the criminal investigation phase as strictly secret and do not consult or collaborate with lawyers in certain activities they perform,” adds Liviu Togan.

“The collaboration at both levels, prosecutors and courts, has slightly improved in the last two years,” says Bianca Alecu, Senior Associate, Clifford Chance Badea, adding that “it started with the changes at the level of DNA and was followed by the new “trend” imposed by the CCR to the judiciary by way of admitting several pleas of unconstitutionality regarding various pieces of criminal legislation which ended up amending criminal offences’ definitions and criminal procedure rules.“ “Apart from a reform of recruitment system, we believe we need a logistics reform in the judicial system. Both the infrastructure and the judicial procedures (criminal and especially the civil ones) should be aligned to contemporary digital realities,” says Gabriel Albu, Managing Partner Budusan, Albu & Asociatii. “Digitalization of the courts and prosecutors’ offices should become an absolute priority, together with the consequent modification of the judicial procedure conditions, so that they would allow submitting, communicating, debating certain matters online.

It is inconceivable, in my opinion, that, in a strongly digitized world, we have to waste a great deal of time and resources to physically go to court for, e.g., a simple communication of procedural documents, to physically submit access requests to the case file, to go to the financial department of the prosecutor office to pay the amount of e.g. 20 lei and then return to the prosecutor’s office to obtain the copy of the file,” says Albu.

Which Lawyer in Romania

White Collar Crime

“I would not say that there has been a shift, but more like the white collar crime is expanding, adding to the ‘classic’ offences and means of committing an offence, the digital ones."

Ligia Popescu, Wolf Theiss Experience shows that criminal investigations are very burdensome for the corporation involved, both in terms of human resources and financial costs.

The corporation may face additional, unpleasant measures as a result of an ongoing criminal investigation such as dawn-raids of its premises, the seizure of its electronic and physical data and/ or records, the interview of its staff, the freezing of its assets (whether or not related to the offence under investigation), and bad publicity. In addition, any ongoing criminal investigation will necessarily increase the scrutiny of the regulator, where applicable.

At the same time, criminal investigations against corporations can turn out to be a difficult and lengthy process for the prosecution authorities, in particular if means of evidence need to be gathered abroad through mutual legal assistance channels.

In terms of prevention, we asked if there is a trend of a bigger focus on internal controls and programs dealing with risk assessment and compliance?

“Although we see improvements in the direction of criminal risks prevention, we are far away from a national culture of prevention,” believes Gabriel Albu, Managing Partner Budusan, Albu & Asociatii. “Unfortunately, preventive actions represent a minority compared to the reactive actions. An estimate, based on our experience, would be about 20% prevention versus 80% reactive cases, defense in criminal cases already triggered or imminent. The reasons for this prevention / reaction gap are related both to the current “legal culture” - somewhat similar to medical education, one goes to the doctor only if one has advanced symptoms, rather than strictly in a preventive way - and with the wrong perception that criminal prevention can be done by “generalist” lawyers, not by criminal defense lawyers.

Given the exponential multiplication of the number of offenses regulated by law, their degree of sophistication, as well as their profile case law, consulting a white collar criminal lawyer, in all decisions with medium or high stakes, should become a rule, as it is the rule of consulting a business

lawyer for regular business matters. The criminal law risks prevention is optimally performed by a specialists who actually do this activity, the criminal defense activity.”

“There has been a constant pressure on companies to conduct risk assessments and implement adequate compliance measures, not only paper policies,” says Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii. “In any white collar case, the prosecutor will pay attention to the implementation of the program, to reporting mechanisms, control systems, the appointment of compliance officers or external service providers, employees’ awareness and all the practical aspects of a compliance program.

Global companies have gotten the message and are acting in this regard. This comes as a result of the fact that compliance has saved many companies from criminal convictions. If a manager, employee, thirdparty, partner of the company is investigated for offences related to the company’s activity; the company will most of the time be investigated as well. In such case, proper and effective compliance measures can make a big difference.

Unfortunately, the Romanian companies are not yet widely used to implement such measures and run proper risk assessments, but sooner or later they have to adapt.

The sooner the better, as Romania has one of the most comprehensive regulations on companies’ criminal liability.”

Liviu Togan, Partner, Musat & Asociatii says that in the private domain, the prevention of corruption and the assurance of integrity is a quality standard recognized, promoted and accepted by most of the entrepreneurs. “Service providers that implement anti-corruption management systems have already been visible on the market and are increasing both in number and also in quality, in order to provide an efficient means of prevention on the perpetration of crimes.

The evolution in the field of preventing and fighting against corruption in the private sector has reached the stage where private companies asses and develop internal procedures and controls in order to comply

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with the national criminal legislation. Such prevention programs are also provided by external specialized legal entities to private companies, which can even audit the effectiveness of such internal controls and prevention programs,” adds Togan.

Dan Ciobanu, Partner, Suciu Popa si Asociatii agrees with the increase of private entities’ focus on risk assessment and compliance matters, a visible change is observable in case of data protection and private withe-collar corruption. “Since criminal prosecution bodies started to concentrate their attention not only on public entities or government officials, but also on private companies and their representatives (relevant examples being the criminal prosecutions activities having as subjects two of the most important players of the IT Sector - cases of Microsoft and Oracle), an increased focus on internal controls and programs dealing with risk assessment and compliance can be observed.

Let us not forget that part of the Romanian business sector is perceived as being interconnected with the public sector, either based on the contracts concluded by private entities with state agencies, or by the dependence of the activity of the private entities on the activity of the state agencies materialized through their specific public policies.

The smallest sign of a potential breach of the legislation by any member of these public or private entities could lead to a quick decrease of credibility of such entity and, therefore, it could seriously affect its whole activity (in terms of decreasing the company’s credibility among investors, decreasing the value of shares, etc.).

That’s why this type of interconnections (private-public) is capable to lead and encourage private entities to an increased focus in matters of risk assessment and compliance policies. The main interest of the aforementioned entities is to demonstrate their credibility in front of the investors and their capacity to run their businesses in an efficient and legally compliant way,” adds Dan Ciobanu.

Compliance is an important part of our clients development and security strategy and we constantly provide advice and training on compliance issues,says Ligia Popescu, Partner, Wolf Theiss.

Digitalization is transforming the fight against financial crime, with new technologies helping legitimate industry players to root out corruption but also creating opportunities for criminals to exploit.

The shift from the classic white collar crime to a ‘digital one’ is a trend to consider. With an increasing number of cyber attacks and

Which Lawyer in Romania

“I would definitely say that by now prosecutors have gathered experience in investigating companies and statistics are in line with this statement."

Alexandru Ambrozie, Popovici Nitu Stoica & Asociatii an ever-expanding range of data security risks, how are these new trends shaping the legal work?

“White-collar crime is increasingly shifting into the digital sphere and several companies have already been the victim or the target of at least one cyber-attack,” says Liviu Togan, Partner, Musat & Asociatii.

Although companies are becoming more and more aware of this new threat, there is often a lack of reaction as to what needs to be done to prevent and deal with this criminal phenomenon.

For example, in June 2019, Romanian cyber-attack experts have announced that they had identified a significant rise in the ransomware cyber-attacks in Romania, with the latest ones against computer systems across hospitals. The Romanian Ministry of Health has also confirmed the attacks, sending a warning to all medical units in the country to take all necessary measures to protect their systems from third party hackers.

Also, Romania’s Constitutional Court has revealed in June that the institution’s website had also been the target of a cyber-attack on June 14th, 2019 and that it would be reconstructed.

In 2018, the National Cyber Security Incident Response Center (CERT-RO) published a detailed report on the number of cyber-attacks on computers in Romania.

The figures show that, in 2017, four out of ten computers, (i.e. three million computers in Romania) were cyber-attacked and that CERT-RO experts had to handle over 138 million alerts, 25 percent more compared to 2016.

In the context of an increasing number of cyber-attacks in Romania, the Parliament has published in 2018 a draft law on cyber security and defense, which is now subject

to public debate and which provides a color alert system in the case of cyber-attacks. Also, the draft law provides the creation of a register for all owners of cyber infrastructures which will include, among others: private companies, state-owned companies and public institutions providing services to the general public via the internet.”

“While it is crystal clear in terms of cyber-attacks that there is an increasing trend both locally and globally, we have been involved in assisting our clients to face such risks ever since 2012; at that time we prevented damages of about Euro 2.4 million for our clients resulting from leaks of information of the clients’ details,” says Bianca Alecu, Senior Associate, Clifford Chance Badea. “If we compare our current work with that period, more than 7 years ago, we see now an increasing level of awareness and more and more companies taking action, implementing detailed compliance procedures and systems to face such risks. We generally advise companies to prepare the crisis strategy/ set up a team to manage the crisis and prepare the strategy; this implies legal support, forensic accounting, IT consultancy, communication/ PR, insurer’s advice.

The key risk areas the companies might have to manage and try to minimize could be: regulatory, civil, criminal and contractual exposure. The next steps might imply notifying the relevant authority, keep in line with GDPR regulations, observe contractual and statutory obligations to safeguard some data and report loss/theft of such data, and cooperate with the relevant authorities/law enforcement agencies,” says Alecu.

The crime phenomenon is rapidly adapting to the socio-economic-digital context.

“Frauds within companies have been

“Several high-profile corruption cases, involving both public and private sector actors, have changed last years’ trend."

Bianca Alecu, Clifford Chance Badea

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White Collar Crime

growing in the last years, whether we are talking about simple, ‘classic’ frauds or cyber attacks directly targeting influential companies,” says Gabriel Albu, Managing Partner Budusan, Albu & Asociatii.

“Estimates show that a big proportion of them (40%) are committed by hackers, and one third of the economic frauds occur due to lack of education among the employees. Cyber-frauds are rarely possible without internal participation (wilful or negligent), simply by the talent of some people from the outside. They usually need internal participation. Each time, the attackers study and set their targets, often large companies. The attack can be behind an infected email. The attackers can pay people inside the company to access the email or they rely on employees to be fooled and click an infected file. Once the email link is accessed, the whole system is compromised and attackers have access to the bank account data and transfer the company money into their accounts.

In this context of cyber-frauds growth, at the end of last year, the NIS directive was adopted, forcing companies to take additional security measures and to transmit any cyber attack to the National Cyber Security Incident Response Center.”

“Cyber crime is an increasing international threat and Romania is no exception,” says Ligia Popescu, Partner, Wolf Theiss. “We have been involved in a number of cases involving the potential liability of European credit institutions for cyber frauds carried out by perpetrators operating from Romania or outside the EU.” “I would not say that there has been a shift, but more like the white collar crime is expanding, adding to the ‘classic’ offences and means of committing an offence, the digital ones,” argues Alexandru Ambrozie, Partner, Popovici Nitu Stoica & Asociatii.

“This is not a new phenomenon; countries like the US have been facing these challenges for some time now. Considering that cyberattacks and data security breaches are not tailored to the Romanian environment, but work at an international level, we have approached it accordingly, by learning in advance from the experience of foreign countries and lawyers - documenting hacking mechanism, working close with IT departments, adapting evidence gathering. With this ace up our sleeve, we are prepared for these digital crimes.”

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Which Lawyer in Romania

White Collar Crime

CAN YOU MAKE SOME

HAVE THERE BEEN ANY RECENT REGULATORY CHANGES OR INTERESTING

COMMENTS ON THE IMPACT OF EU’S FOURTH

DEVELOPMENTS IN LEGISLATION?

ANTI-MONEY LAUNDERING DIRECTIVE AND THE NEW FIFTH ANTI-MONEY LAUNDERING DIRECTIVE?

Gabriel Albu, Managing Partner, Budusan, Albu & Asociatii It is not a surprise anymore that the Romanian legislator acts very slow in the application of European norms or even of decisions of the Constitutional Court.

The transposition of the 4th money laundering directive was supposed to start in June 2015 and be finalized by June 2017 at the latest, but it seems that the long time taken by the legislator to regulate this situation has not been effectively used. Moreover, this delay even brought a reaction of the European Commission, which sent Romania to the Court of Justice of the European Union, together with Ireland and Greece, because they did not transpose this directive.

Meanwhile, from July 2018, the 5th money laundering directive has come into force, which will also need to be transposed as quickly as possible into national law.

One of the most important changes appears in relation to the reporting obligation, as well as the need to take precautionary measures regarding clientele, for cash transactions in excess of EUR 10,000. In the past, these obligations existed for transactions in excess of EUR 15 000 – so one can observe a general increase in the precaution of European bodies in preventing money laundering and terrorist financing.

Also, the directive, as well as the draft law create obligations for the so-called politically / publicly exposed persons. These include, in addition to people who hold or have held positions of public importance, ambassadors or even members of the Supreme Court or the Constitutional Court. Last but not least, the draft law also aims eliminating bearer shares, whose property is transmitted by the mere surrender of the shares.

Nina Lazar, Associate, Wolf Theiss Romania has taken the necessary measures in order to establish the legal and institutional framework for the antimoney laundering and anti-terrorist financing activities.

A new AML Law aiming to implement the EU’s Fourth AntiMoney Laundering Directive was adopted by the Romanian Parliament on 26 June 2019 and promulgated by the Romanian President on 11 July 2019. The Law no.129/2019 transposes the EU’s Fourth Anti-Money Laundering Directive on the national level and takes in full the place of Law no.656/2002 and aligns the Romanian AML practices with the international practices.

Bianca Alecu, Senior Associate, Clifford Chance Badea It was a dynamic year in terms of legislative developments. The Constitutional Court’s decisions have brought significant changes in the criminal legislation and this has also impacted the practice of the courts.

Among the most relevant I would point out (i) the CCR decision no 250/2019 which brought clarity on a defendant’s rights during a trial in the event the court decides to change the initial legal classification of the criminal offence for which he/she was indicted so as to insure an effective right to defence and a fair trial; (ii) an extraordinary appeal (RIL) was issued in February 2019 by the High Court of Cassation and Justice settling the matter of the date from which the time bar period for criminal liability begins to run for criminal offenses involving the production of damages and undue benefits for a period of time; (iii) a new law on preventing and fighting against money laundering and terrorism, Law no 129/2019 implementing the 4th AML Directive finally came into force on 21st July 2019.

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Which Lawyer in Romania

There was also an attempt to amend the Criminal Code and the Criminal Procedure Code but the laws did not come into force as they were turned back to the legislator by the Constitutional Court last summer.

Among the relevant amendments envisaged were those regarding a decrease of the limitation periods for criminal liability.

The 4th EU AML Directive has just been implemented in the domestic legislation through Law no 129/2019.

The new law implements Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing. In line with the FATF’s standards, the 4th AML Directive puts the risk-based approach at the core of the European Union’s AML/CFT regime. Although the types of customer due diligence (i.e. standard, simplified and enhanced) continue to exist, the entire process will be materially changed further to the transposition of the 4th AML Directive by means of the new law.

We are now talking about a risk-driven customer due diligence. The new risk-derived customer due diligence regime shall provide more flexibility to the reporting entities, but, at the same time, the reporting entities have the responsibility to demonstrate to regulators that the applied customer due diligence measures are appropriate from the point of view of the risks of money laundering and terrorism financing that have been identified.

As per the new law, legal entities and trusts incorporated in Romania are obliged to obtain and hold adequate, accurate and current information on their beneficial ownership, including details of the beneficial interests held. Legal entities have the obligation to submit a statement regarding the beneficial ownership, annually, within 15 days from the approval of the annual financial statements.

The fines that can be imposed upon individuals and legal entities in cases of non-compliance with the provisions regarding reporting duties, performance of transactions, application of KYC procedures, archiving of KYC documents or appointing an AML officer have significantly increased; for legal entities the limits of fines are reported at the total revenues, being increased up to 10% of such revenues.

The Fifth Anti-Money Laundering Directive published in the official journal of the EU on 19th June 2018 was the result of a wider action plan against terrorism after the attacks in Paris and Brussels and as a reaction to the Panama Papers published in April 2016. It is meant to (i) enhance transparency by setting up publicly available registers for companies, trusts and other legal arrangements; (ii) enhance the powers of EU Financial Intelligence Units, and provide them with access to broad information for carrying out of their tasks; (iii) limit the anonymity related to virtual currencies and wallet providers, but also for pre-paid cards; and (iv) broaden the criteria for the assessment of high-risk third countries and improve the safeguards for financial transactions to and from such countries.

White Collar Crime

Liviu Togan, Partner, Musat & Asociatii On the subject regarding recent regulatory changes or interesting developments in the legislation, we have observed the changes brought by the new Law no. 129/2019 on the prevention and sanctioning of money laundering and terrorism financing, as well as for amending and supplementing certain normative acts (hereinafter “Law 129”).

In this respect, in July 2019, Law 129 came into force, as a measure to transpose Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No. 648/2012 and repealing Directive 2005/60/EC and Commission Directive 2006/70/EC. This new regulation provides an obligation for Romanian legal entities, which are required to register in Romania Trade Registry, to submit a statement regarding the real beneficiaries of the legal persons subject to the registration obligation in the trade register, except for the autonomous authorities, national companies and companies and companies wholly or mostly owned by the state.

In regards to the impact of the Forth Anti Money Laundering Directive (hereinafter “The 4AMLD”) and the Fifth Anti-Money Laundering Directive (hereinafter “The 5AMLD”), please observe that: · the 4AMLD was adopted in May 2015 and preserved the same tone that was set out in the Third Directive on the matter of combating money laundering, as well as terrorist financing.

The main difference was in the fact upon its launch, it required member states to keep a central register of beneficial (“true owners”) of firms within their jurisdictions. A beneficial owner is actually a natural person who owns or controls a substantial shareholding of a legal person (substantial shareholding entails a minimum of 25%). In addition, the directive extended the definition of politically exposed persons in order to include those individuals who are locally based and have key public functions. It also placed high emphasis on the need for local firms to conduct a risk-based approach at several levels. · The 5AMLD was adopted in May 2018 and has built upon the foundation provided by the 4AMLD, but it also addressed apparent weaknesses in the EU anti-money laundering and counter terror funding.

For beneficial ownership, the 5AMLD went further and introduced measures which strengthened the previous provisions, including making the above mentioned beneficial ownership register public.

With regards to politically exposed persons, the 5AMLD requires member states to also issue a list in which they indicate the specific functions performed by these persons, a new area of interest that 5AMLD focuses on is cryptocurrency, exchanges which are now considered “obliged persons”, hence being required to comply with applicable rules in place.

The impact of the two above mentioned EU Directives is mostly visible with respect to the coordination between national monitoring authorities. The harmonization between the practices of EU member states leads to a comprehensive legal framework for combating the practice of money laundering.

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White Collar Crime

Most representative projects BUDUSAN ALBU & ASOCIATII

Advising KazMunayGas International/ Rompetrol regarding allegations of fraud, embezzlement and abuse of office in relation with privatization procedures and state debt rescheduling. Matter value: €700 million.

Assisting RCD-RDS-DIGI in the court trial regarding allegations of bribery and money laundering in connection with acquisition of football related TV rights.

Matter value: approximately €3.5 millions.

Advising Rominserv SRL, part of ROMPETROL GROUP, in a case involving manslaughter and HSQE offences.

Legal assistance to Murfatlar regarding allegation of tax evasion and money laundering in relation to various inter-company transactions. Matter value: €150 million.

Advising Gruia Stoica Grup Feroviar Roman SA in relation to several allegations of tax evasion and money laundering related to affiliated entities.

Specialist lawyers: Gabriel Albu, Ovidiu Budusan, Ana Popescu, Mihai Morar, Florentina Frumusanu, George Toniuc.

CLIFFORD CHANCE BADEA

Advising a global investment bank in connection with charges of national security criminal offences against certain of its senior bankers. The firm has assisted the bank/bankers and managed the case during almost 12 years of proceedings starting with the criminal investigation run

by DIICOT and before the court trial. The team has also assisted the bank/bankers in relation to international proceedings concerning complaints to the European Court of Human Rights, Interpol and other international courts and authorities.

Advising a large financial group in Romania in relation to allegations of market manipulation against one of its brokers in connection with a sell-out transaction, advising on managing the legal risk from both criminal and civil angle in case the client will be investigated.

Advising a large international financial institution on the global audit of their internal documentation in the context of an investigation opened by the relevant regulatory institutions in UK. Advising a client in relation to the procedures under the Hague Convention concerning the enforcement of a criminal sanction following the transfer of enforcement procedures from Romania

to another state.

Advising a major agrochemical and agricultural biotechnology corporation on performing an internal investigation on the company’s employees and policies when dealing with permitting procedures in the context of a criminal investigation for alleged corruption actions.

Advising several clients on compliance programmes implementing EU laws such as Sapin II law.

Specialist lawyers: Simona Neagu, Bianca Alecu.

DOBRINESCU DOBREV SCA

Lately the law firm has assisted clients in the criminal procedure in cases where the criminal complaint was an effect of the fiscal inspection. The team also assisted the clients in unlocking the procedure for resolving the tax challenge, in case it was suspended due to the criminal case.

General Tub is one of them.

The law firm represented Simetex in a dispute regarding the annulment of the decision to suspend the administrative complaint as a result of the existence of the criminal file, obtaining the obligation of the fiscal authorities to solve the fiscal complaint.

Specialist lawyers: Lelia Grigore, Diana Vlasceanu, Alina Musat.

KINSTELLAR

The firm is advising an elite sports events organizer on a high-value complex and sensitive court case involving cross border issues as well as tort, regulatory and sports’ law matters.

Advising and representing a leading biopharmaceutical company in a very complex matter related to ongoing investigations, local white-collar crime angles and liaising with DoJ. This is a very complex and challenging case involving white collar crime and life science regulatory issues.

The law firm is advising and representing a leading European IT company in a complex matter related to various ongoing investigations and liaising with the prosecution in a whitecollar crime case concerning several projects in Romania, as well as assisting the client with designing and implementing enhanced compliance programmes.

Advising and representing a major utility company in a very complex matter related to various ongoing investigations and helping the National Anti-Corruption

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Prosecution Office in a white-collar crime case concerning several contractual and other matters services in Romania.

Advising and representing a multinational IT company in several very complex matters related to ongoing investigations and helping the National Anti-Corruption Prosecution Office in several white-collar crime case concerning several important public projects in Romania, as well as with designing and implementing enhanced compliance programmes.

Specialist lawyers: Remus Codreanu, Bogdan Bibicu.

MUSAT & ASOCIATII

The law firm assists and represents Rompetrol Rafinar, including the companies within the KMGI group, in a highly complex case, implicating crimes of tax evasion and money laundering and with an estimated prejudice of €1.4 billion, asset freezing measures being imposed on the goods and stocks of the company.

The firm assists and represents Engie Romania, former GDF Suez Energy Romania, the leading player on the Romanian energy and gas market in various criminal files. Some cases have been finalized by the State, which has found the company and its representatives cannot be held criminally liable.

The law firm is successfully representing Leoni Group, Leoni AG and its Romanian affiliate, the leading global supplier of wires, cables and wiring systems as well as a provider of related development services, in various court cases related to the investigation of a transnational informatics fraud, which lead to a series of fraudulent transfers in amount of €40 million.

The team assists and represent The Financial Supervisory Authority involved in a complex criminal investigation with the National Anticorruption Directorate regarding abusing service.

Assists Paul Sorin Stanescu, the president of the Pasteur Institute in a complex criminal investigation with alleged crimes of money laundering and abuse of office in connection with real estate matters.

Specialist lawyers: Gheorghe Musat, Gheorghe Buta, Liviu Togan, Angela Porumb, Pauna Neculae, Elena Cirlig, Ioana Varga, Alexandru Terta, Bogdan Lamatic, Stefan Diaconescu, Adina Vlaicu, Ionut Cioc.

Which Lawyer in Romania

NOERR

Assistance and legal representation, for a major player in paper industry, in an on-going corruption case, as well as performance of an in-depth fraud investigation with regard to the entire activity of the company and restructuring the affected business sectors accordingly.

Legal assistance and strategy development for a leading communication technology company with regard to the potential criminal liability in case of business transfer.

Assistance and legal representation in a major white collar crime case in value of €65 million, involving a gobal 500 information and communication technology company.

Assistance and legal representation in corruption cases for a multinational electronics company. The law firm established the further procedure, drafted the criminal complaints and represented the client before the authorities.

Anti-bribery and anti-corruption trainings for the sales departments and management of the companies for various companies, active in the pharma, retail, agribusiness sectors.

Specialist lawyers: Alexandru Ene, Oana Piticas, Raluca Botea.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Successfully representing a leading grains trader in a criminal investigation for tax evasion and money laundering in relation to intra-Community transactions with grains.

Successfully representing a French real estate developer in a criminal investigation for tax evasion, money laundering and for establishing an organised criminal group in relation to intra-group transactions and the development of various real estate projects in Romania.

Successfully representing a Romanian bank in a string of criminal investigations in Bucharest and Constanța for abuse of office, forgery and for establishing an organised criminal group in connection with the acceleration of loans, the enforcement of collaterals and bankruptcy of the borrowers and group guarantors.

Successfully representing the CEO of the Romanian subsidiary of a global oil&gas engineering company in a tax evasion criminal investigation, obtaining the dismissal of the charges.

Successfully representing a chemical industry company in a criminal investigation, obtaining the dismissal of all

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2019 Edition

HSE ROMANIA www.govnet.ro 153

White Collar Crime

charges for two health & safety felonies and for negligent manslaughter.

Specialist lawyers: Alexandru Ambrozie, Alexandru Nicolae, Ana Stoenescu.

TUCA ZBARCEA & ASOCIATII

Legal assistance and representation services provided to a major leasing company, in a complex criminal case regarding offences of setting up an organised crime group, fraud and use of forged documents.

Legal assistance and representation services to a company active in the FMCG in relation to a criminal case regarding the offence of tax evasion and money laundering.

Legal assistance to the Romanian Football Federation in various criminal law cases.

Advising various national and international banking/insurance institutions, as well as multi-national companies in relation to criminal law offences.

Legal assistance and representation of a shipping company in a criminal case concerning an embezzlement offence.

Specialist lawyers: Robert Rosu, Ioana Hrisafi-Josan, Ionut Serban 

LITI GAT ON

Which Lawyer in Romania

Litigation

LITIGATION & DISPUTE

RESOLUTION PRACTICE IN MOST LAW FIRMS FACE A WEALTH OF CASES

LITI GAT ION After the adoption of a new set of Codes with the incremental changes to judicial norms and legal institutions, a further increase in the volume of cases brought before the courts of law was observed, with issues often expanding to reach various aspects of the business behind the merits of the initial case. ďƒ¨

Which Lawyer in Romania



Litigation

As bankruptcies and litigation against banks are now at a stable level, we are seeing a strong increase in the evolution of the litigation against public administration, due to the aggressive approach of the administration as Gabriel Biris, Managing Partner Biris Goran points out: “we indeed note a significant number of disputes between the taxpayers and the tax authorities, but the number of new cases is lower than in 2015-2016, when we faced a real “Armageddon” of the National Authority for Tax Administration against Romanian taxpayers.

The litigation number is still high, and many of the cases referred for settlement could not exist in the first place if the level of preparation of the tax audit would be closer to the present legal requirements, and secondly, if the appeal settlement would not be a simple formality, most appeals being rejected by the specialized bodies within the National Authority for Tax Administration even when the violation of the legislation by the tax audit or the tax auditors’ failure to take into consideration the evidence produced by the taxpayer is obvious.

Unfortunately, the pressure placed by the political factor on the National Authority for Tax Administration to generate more money to the state budget and to reduce the huge deficit is stronger than the observance of the law.

We estimate that we will note an increase of the litigation between the taxpayers and the National Authority for Tax Administration due to the increasing pressure on collection, resulting from the exploding budget deficit.

Unfortunately, the bad news for the taxpayer continues due to the fact that the litigation term is exaggerated, especially when the appeals are judged by the High Court.

We believe that it is necessary to revise the procedures, since it is extremely counterproductive that the court hearings granted in the appeal usually exceed two years from the date of lodging the appeal. Many times, companies simply do not survive such disputes, being known that a simple appeal does not suspend the enforcement of the Tax Decisions.”

“The number of administrative litigations is the most accurate reflection of the efficiency and accuracy of the activity at public administration level, and implicitly, of the level of sophistication of the governing laws,” says Radu Damaschin, Partner, Dispute Resolution practice, NNDKP. Unfortunately, the realm of administrative disputes has always

represented a significant part of the total number of judicial disputes and the main cause for the increase in the number of such disputes – a trend that we confirm – is the repeated and often inconsistent legislative changes, coupled with the authorities’ passive stance in this respect.”

Robert Rosu, Partner at Tuca Zbarcea & Asociatii observes there has been a high increase recently in the number of new legal cases in the field of public procurement, namely disputes related to the execution or performance of public contracts (especially construction contracts, including FIDIC), in view of starting several public projects for railway rehabilitation, subway constructions, highway constructions, rehabilitation of gas or electricity supply networks or other infrastructure projects.

“The fierce competition between national and international companies in such public procurement projects is mirrored by the rising number of legal disputes or arbitration proceedings on this matter,” says Robert Rosu.

“On the other hand,” he adds, “Romania is becoming more and more attractive for investments, so there are more permits, approvals and various other administrative documents that need to be issued; since there are cases where the public administration is not able to handle the matter properly, investors resort to litigation in respect of the delays and the excessive formalism that have a massive impact on their businesses.

This trend can definitely be seen as an evolution in the way people react against public administration’s lack of efficiency.”

“Tax inspections represent one of the main instruments of additional revenue to the state budget, under the state prerogative to review the taxpayers’ fiscal statements and reconsider the fiscal framing of the commercial transactions,” argues Ionut Dobrinescu, Partner, Dobrinescu Dobrev.

“A surge in tax litigation occurs whenever the number of tax inspections and their aggressiveness increases, in direct proportion to the public budget deficits.

The more professional in bookkeeping a

taxpayer is, the more likely it is for him to react whenever he considers he was not treated with fairness by the tax authorities.

Yet the level of sophistication in fiscal reasoning is such, and the volumes of documents to review are so big, that the judiciary system hardly keeps up with the processing of tax lawsuits submitted by professional tax lawyers. More often than not, the judges would seek comfort in jurisdiction by appointing judicial experts to a variety of cases, although most of the issues at stake could and should be ruled by sheer interpretation and application of fiscal rules and procedures. The litigators are eager to either indulge in the judges’ readiness to appoint experts, or abuse themselves by requesting lengthy judicial expertise at the expense of clients’ patience and money, in order to minimize the risk of precarious rulings. In sum, the jurisdiction in fiscal lawsuits is in critical need of specialization and training and a matter of serious concern for taxpayers, tax lawyers, public defendants and judges alike.”

Ligia Cecilia Popescu, Partner, Wolf Theiss says the Litigation Department has litigated against the Romanian State through its central and local authorities mainly in public procurement, tax and post-privatization cases. “This trend is caused by the rather poor administrative capacity of Romanian administration that often leads to errors in the interpretation of tax and the post-privatization obligations of important investors in the market as well as irregularities (and even corruption) in public tenders,” adds Popescu.

Magda Dima, Partner, Mitel si Asociatii says “the evolution of the litigation cases against public administration has two main causes. One of them concerns the political turmoil and the fact that an important part of the sanctioning decisions issued by the authorities are, in fact, related to a tendency of “fixing” their own previous mistakes. Another cause is related to the large number of regulations that have entered into force without being previously discussed and reviewed in detail. Hence, this issue naturally causes problems of legal

“The number of administrative litigations is the most accurate reflection of the efficiency and accuracy of the activity at public administration level, and implicitly, of the level of sophistication of the governing laws."

Radu Damaschin, NNDKP

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Which Lawyer in Romania

Litigation

interpretation that are further brought before the judicial courts.”

Disputes against the public administration continue to represent a significant part of the activity of Romanian courts of law.

The statistics for the year 2018 indicate that litigation against the public administration amounts to approximately 25-30% of the share of new proceedings in tribunals, courts of appeal and the High Court of Cassation and Justice. One of the main causes of this trend is the increased activity of various market regulators such as the Competition Council, the National Authority for Consumer Protection, the Romanian Energy Regulatory Authority and the National Supervisory Authority for Personal Data Processing,” says Stefan Dinu, Senior Associate Clifford Chance Badea. “This increased activity was reflected in the value of fines imposed by regulators.

Other areas of administrative litigation include tax disputes, authorities’ refusal to issue certain administrative decisions, urbanism and planning disputes and public procurement challenges. While recent legislative changes shifted some types of proceedings from the administrative courts to commercial/civil courts of law (e.g. disputes in relation to the performance of public works contracts), we expect that administrative disputes will remain one of the hot topics in Romanian disputes over the next few years.”

“Yes, it is correct that there is an increase of litigation against public administration,” says Raluca Mihai, Partner Voicu & Filipescu. Citizens and companies do not longer accept the abuses caused by some authorities and fight for their rights.

There has always been this concept of excess of power when it comes to public administration. In addition, we consider that there are also some other causes for the increased evolution of the litigation against public administration including the adoption of too many normative acts concerning public administration area and multiple changes in legislation which are not clear enough, not correlated and sometimes contradictory. Another cause of such increase of litigation is the

“Since there are cases where the public administration is not able to handle the matter properly, investors resort to litigation in respect of the delays and the excessive formalism that have a massive impact on their businesses."

Robert Rosu, Tuca Zbarcea & Asociatii

absence of specialized personnel in public administration many areas, in order to correctly and efficiently apply the law; as different interpretations of the law can lead to several abuses. Also, inflexibility of the public administration personnel in more complex and delicate situations complicates the entire procedure and leads automatically to conflicts,” says Raluca Mihai, while colleague Dumitru Rusu, Partner, Voicu & Filipescu adds “we have also witnessed an increasing number of litigations initiated by public administration in infrastructure projects either against providers of works or against issuers of performance bonds. Such increase is very linked with the changes on the management of the state agencies and state entities which are the beneficiaries of the projects and the projects failing to finalise in good conditions.”

Cristina Bojica, Partner Gruia Dufaut Law Office noticed that the National Supervisory Authority for Personal Data Processing became more active, and we have reasons to believe that their activity will be on the rise in the following period.

On the other hand, we have noticed that the people are getting more and more familiar with their rights in relation to public authorities, and their willingness to exercise them even before the courts has increased, which can only be encouraging.“ After a period of stagnation, the share of disputes between the private entities is also on the rise with an increase in the number and importance of the arbitration proceedings organized in Romania.

Commercial disputes have been more and more numerous in recent years.

“Factors leading

“The evolution of the litigation cases against public administration has two main causes: the political turmoil and the large number of regulations."

Magda Dima, Mitel si Asociatii

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up to this increase include the development of the Romanian economy and implicitly the increase in the number of business entities in various economic fields, and in the number of cross-border transactions, the development of commercial relations in particular with EU countries, and startups by young people,” says Robert Rosu, Partner at Tuca Zbarcea & Asociatii.

“In this context, he adds, the interest in arbitration as an alternative method for solving disputes is becoming more and more obvious in strategic economic sectors (energy, infrastructure, finance), as well as in cases concerning commercial relations between private entities.

Another reason why such disputes arise could be that private entities tend to operate and negotiate their contracts without seeking further professional advice and in many cases contractual provisions are too general and fail to reflect the evolution or dynamics of the legal system, and this can lead to one of the parties breaching the contractual terms.

Another reason could be that many private entities engage in projects without a prior analysis of possible problems or of the company’s potential evolution up to the end of each project, and sometimes they put themselves in the position of not being able to comply with their contractual commitments. There is no sticking to or, more importantly, adjusting the plan if there is no (business) plan at all.”

“Disputes have increased significantly in Romania over the last two years. The most prevalent disputes relate to real property, commercial transactions and cases involving contentious shareholder disputes,” says Alexandru Ene, Partner, Head of Litigation & Compliance Department, Noerr. “When discussing arbitration, it is obvious that international, and increasingly domestic, parties are including arbitration clauses in their contracts, and this trend is likely to continue.

We are seeing an increase in the number of companies, both domestic and international, wishing

Which Lawyer in Romania

to include more formal ADR steps in their contracts, this being the main reason for increase of arbitration proceedings.”

Sabina Crangasu, Senior Associate Clifford Chance Badea observes the market is now more inclined to business litigation than it was in the past years. “In our practice, we currently see that most of the high-value disputes are in the construction, compliance, real estate and energy sectors, with the remaining trend on debt recovery and restructuring cases. Although court litigation remains quite common even for these significant disputes, we have witnessed an increase in the number of arbitration proceedings between private entities. Most of our clients opt to solve their disputes through arbitration. Romania offers a wide range of rules and institutions for parties to choose the right option for their interests. Even so, we have observed that for high value disputes involving multinationals, international arbitration organized by well-known arbitration bodies (e.g. ICC, LCIA, VIAC) remains the preferred choice. Nevertheless, most arbitrations organized in Romania refer to disputes involving Romanian companies or low-value claims. Recent 2018 changes to standard public works contracts witnessed a shift from ICC international arbitration to domestic arbitration for public works disputes,” adds Crangasu.

Ligia Cecilia Popescu, Partner, Wolf Theis salso observes the volume of disputes (arbitration and litigation) is on a constant rise. “In addition,” says Popescu, “commercial disputes (including without limitation debt recovery and liability cases), employment, IP/IT and construction disputes account for the majority of our cases. Foreign investors appear to have more trust in the ability of Romanian courts to provide fair and reliable rulings and therefore we have seen an increase of court claims in the past year to the detriment of arbitration.”

“Arbitration proceedings and court cases are both part of the larger domain of litigation which mainly aims to protecting and enforcing various rights of the clients against other persons. The issue of arising number of litigation cases might be found also in the economic causes as above mentioned,” argues Ion Dorobat, Managing Associate, Stratulat Albulescu.

“After all, several analysts are announcing another economic crisis and one could mention that the increase number of litigation cases might be a criterion to

Litigation

“We have noticed that the people are getting more and more familiar with their rights in relation to public authorities, and their willingness to exercise them even before the courts has increased, which can only be encouraging.“ Cristina Bojica, Gruia Dufaut Law Office analyze when stating this conclusion. This could have as immediate causes the need for recovery of debts or for cancellation of administrative deeds which are somehow damaging people s rights and interests.

The litigation practice in our law firm has as a characteristic the fact that a first part of litigations arise from the clients for which our law firm provides consultancy and day–to–day assistance.

Secondly, our law firm handles various types of litigations covering almost the entire area of law domains starting of course with the common commercial cases between the companies, shareholders, recovery of debts, continuing with administrative and fiscal cases where we assist clients in cases for cancellation of administrative deeds in connection with various fiscal domains such as VAT, transfer price cases, tax decisions , insolvency cases – where we assist creditors in insolvency cases, public procurement cases, construction works cases, including FIDIC area and I can cite an outstanding FIDIC and public procurement case involving several complex and technical issues against a local authority, criminal cases and others.”

“Most of the arbitration cases our firm is involved in relate to disputes between private and State-owned entities (mostly between foreign and domestic public companies) rather than between private businesses. The prevalent sectors in which such disputes arise are large infrastructure projects, construction, energy and natural resources, as well as various types of commercial contracts,” says Luminita Popa, Managing Partner, Suciu Popa si Asociatii.

“The main reasons underlying a vast majority of such disputes relate to beneficiaries’ deficiencies in managing contracts in an efficient and transparent manner or to allocate the necessary funds for the completion of major construction or strategic infrastructure projects. Usually such proceedings are commenced by private investors, but there are also arbitrations initiated by State-owned entities, for example in connection with compliance with various obligations arising out of strategic privatization contracts in

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various economic sectors.

While private businesses and foreign investors prefer to include arbitration clauses in their contracts to solve any disputes arising out of or in connection with them (usually choosing well-reputed international arbitral institutions such as the ICC Paris to organize the respective proceedings), we noted an increased tendency for the State-owned companies to choose local courts or, at best, domestic arbitral institutions to solve their disputes with private parties.

An important contribution to the increase of the number of arbitration proceedings organized in Romania was made by Government’s Decision no. 1/2018, which introduced a new type of national contract replacing the FIDIC inspired form previously used in infrastructure projects exceeding the threshold of EUR 5 million. According to this legal enactment, the disputes between the parties to such contracts shall be settled by arbitration, in accordance with the arbitration rules of the International Commercial Arbitration Court of the Chamber of Commerce and Industry of Romania, which thus becomes exclusively competent to solve in a definitive manner any dispute arising out of such contracts or related to them,” adds Luminita Popa.

“In principle, the disputes that can be brought for arbitration are only patrimonial claims arising from a contractual relation,” argues Radu Damaschin, Partner, Dispute Resolution practice, NNDKP. “Given this, the main grounds for arbitral disputes are related to the breach or non-compliant performance of certain contractual obligations. NNDKP has been and continues to be involved in both arbitrations between private entities and disputes between contractors and public authorities regarding the recovery of outstanding amounts and penalties, extensions of time and, more recently, price adjustments.”

A more predictable system should allow a better overview of the chances of winning and losing and will therefore allow a better evaluation of the commercial efficiency of litigation. But settling issues in court should be the last resort, rather than the norm.

Which Lawyer in Romania

Litigation

“Arbitration proceedings and court cases are both part of the larger domain of litigation which mainly aims to protecting and enforcing various rights of the clients against other persons.”

Ion Dorobat, Stratulat Albulescu While other countries tend to have a well-developed culture of reaching out to alternative dispute resolution solutions, Romania is still lagging behind in using the advantages of a mediated settlement.

We asked lawyers if companies are willing to use the advantages of a mediated settlement?

“After a slow start and an evolution which was far from spectacular (despite perceived increased attractiveness several years ago), the mediation procedure received a legislative boost in 2019, when Law no. 192/2006 regarding mediation and organization of the profession of mediator, was amended and supplemented,” says Luminita Popa, Managing Partner, Suciu Popa si Asociatii.

The main novelties circumscribe to the mediation agreement (the document ascertaining the parties’ amicable settlement) being assimilated to an enforceable deed (if attested by a lawyer or a notary public) capable of being executed as a court decision or any other similar document. In addition, the new legal provisions oblige judges, prosecutors, notaries public, lawyers, executors and legal advisers to recommend to the parties to attempt amicable resolution of their disputes using the mediation procedure, according to the special law.

“Nevertheless,” adds Luminita Popa, “we have yet to see many parties enforcing amicable solutions to their conflicts. From among all the alternative methods used for disputes’ resolution in Romania, arbitration is probably the most successful. This is due to the fact that arbitral awards unfold the same legal effects as courts’ decisions a n d may be enforced in the exact same way.

M o re o v e r, arbitration

proceedings are finalized in a significant shorter time than court proceedings and arbitral awards can be challenged by means of a single jurisdictional tier, the request to set aside, for very limited reasons which pertain mostly to procedural rather than substantive reasons.

The Court of International Commercial Arbitration attached to the Romanian Chamber of Commerce and Industry (the oldest and most reputed Romanian arbitral institution) adopted a new set of arbitration rules valid as of 1 January 2018, which are very similar to the Rules of Arbitration developed by the Court of Arbitration attached to ICC Paris.

The arbitration procedure is streamlined through application of these new rules, that accelerate and increase the quality of the arbitration process.”

“In our experience,” says Ligia Cecilia Popescu, Partner, Wolf Theiss, “the percentage of court decisions against which an appeal is declared is close to 100% especially in high value cases.

The success rate of these remedies at the level of all courts is relatively high with the superior courts having no reservations is reversing the rulings of lower courts when there are solid legal grounds for doing so.”

“Although mediation is regulated by several pieces of legislation, its impact remains very low,” says Stefan Dinu, Senior Associate Clifford Chance Badea. “Most disputes which do not proceed to court do not benefit from mediated settlement but are rather settled after direct negotiations between business partners (sometimes with the help of lawyers). One of the reasons behind this reluctance is the low visibility of mediators and lack of information on the benefits of a mediated settlement.”

“Most of the arbitration cases our firm is involved in relate to disputes between private and State-owned entities rather than between private businesses."

Luminita Popa, Suciu Popa si Asociatii

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Arbitration is used in Romania in large projects and then the parties usually choose an international arbitration court, with good practice and reputation as pointed out by Cristina Bojica, Partner Gruia Dufaut Law Office. “The reluctance towards arbitration probably comes from the elevated costs of commercial arbitration, but also from a lack of knowledge regarding the procedure or from a lack of confidence from the companies regarding the possibility of subsequent use of such decisions,” adds Bojica.

“Romania did not use to operate under a culture of compromise,” says Radu Damaschin, Partner, Dispute Resolution practice, NNDKP “and only over the past few years has mediation become a presence in the legal arena, including through the creation of an alternative dispute resolution in the banking field.

Additionally, in the tax field, a mediation procedure at the level of the fiscal bodies has been implemented, which is starting to become the accepted alternative extrajudicial remedy for resolving this type of dispute.”

It is true that Romanian legal scales still tend to favor the courts in settling disputes.

Raluca Mihai, Partner Voicu & Filipescu agrees the appetite for settling issues in court is increased by the fact that the parties in conflict believe they should fight for winning everything (hence, accepting the losing possibility), but not being interested to compromise. “The tendency is to submit the claims before the courts of law, instead of reaching out to alternative dispute resolution solutions, mostly due to arbitration’s increased costs. During the time, alternative dispute settlement was (and some of them remained) legally provided, but no success was really achieved. Boosting alternative dispute settlements can be achieved by the existence of a mandatory preliminary procedure before submitting the claims to the courts of law,” argues Raluca Mihai “This practice is not likely to change in the near future believes,” Stefania Maciuceanu, Managing Associate, Stratulat Albulescu “and this can be explained due to a number of reasons.

First of all, Romanian legal philosophy has deep roots in the French, and broadly speaking continental, law system, one that is not so opened to this form of private justice. Therefore, we are noticing an organic wariness in our clients to open themselves to arbitration

Which Lawyer in Romania

Litigation

“Around 50% of the first instance court decisions are challenged with an appeal claim and the success rate of appeals is at approx. 20% of the appealed cases.”

Alexandru Ene, Noerr or mediated settlement. Apart from that, there is of course a question of costs, the judicial level of taxation is still a lot more affordable that other counterparts. Lastly, but in no way least, there is the double jurisdiction problem, where arbitral decisions cannot be normally contested, but can only be canceled by a quite narrow action for annulment, for certain reasons.“ Robert Rosu, Partner at Tuca Zbarcea & Asociatii shares the view that Romania does not have a mediation culture yet and there is little to no interest in this area, as litigants prefer to file their disputes in court rather than compromising in a mediated settlement. “Therefore, we are currently working on improving the quality of the judicial process (e.g. by installing the electronic case file in courts, for better access to the documents in a case).

Several years ago, there was an attempt to promote mediation settlement by requiring litigants to attend a mediation meeting before launching any civil trial, but it was short-lived, as some of those legal provisions were declared unconstitutional.

This year, the Law on mediation has been amended in a new attempt to make it more appealing for those who seek an alternative to the sometimes unpredictable court decisions,” says Robert Rosu.

“At this moment, there are low chances for mediation to have any success in Romania,” says Magda Dima, Partner, Mitel si Asociatii. “However, arbitration might be considered an alternative dispute resolution. Since settlement by arbitration is currently avoided mainly due to the associated costs, a legislative measure aiming at reducing such costs would help in boosting this alternative dispute resolution.”

What is the percentage of

court decisions against which an appeal is declared at the level of each jurisdiction and what is the success rate of these remedies at the level of all courts?

Robert Rosu, Partner at Tuca Zbarcea & Asociatii says that according to the Report on the Status of the Judiciary for 2018, issued in May 2019 by the Superior Council of Magistracy (i.e., the public authority managing the judiciary in Romania), appealed court decisions were as follows: 12% of the decisions issued by district courts (courts of first instance), compared to 13% in 2017; 29% of the decisions issued by tribunals, compared to 30% in 2017, and 9% of the decisions issued by courts of appeal, compared to 6% in 2017.

According to the same Report, the success rate in 2018 varied between 21.01% - 22.25% before tribunals and courts of appeal, which is slightly higher than the success rates in 2017 (18.55% - 21.62%) and was of 9.64% before the High Court of Cassation and Justice of Romania, compared to 14% in 2017.

“We cannot set a percentage of the judgements against which an appeal is being lade, but what we can say is that when our clients are part of a dispute and they loose, they usually choose to exercise the appeal available to them,” says Cristina Bojica, Partner Gruia Dufaut Law Office. ”From our experience, cases where the appeals are not exercised are rare. These situations may be more common among the physical persons and the reason is usually a financial one. The companies, however, in their vast majority, choose to appeal adverse court decisions.”

Radu Damaschin, Partner, Dispute Resolution practice, NNDKP agrees and says “in Romania, it is very rare for the parties to waive the exercise of judicial recourse against a court decision.

Whereas, in the case of private entities,

“We are noticing an organic wariness in our clients to open themselves to arbitration or mediated settlement."

Stefania Maciuceanu, Stratulat Albulescu

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certain considerations regarding the advisability of such a decision come into play, such measure is practically unimaginable at public authority level.

From their perspective, a final court decision continues to remain the most solid defense and justification before the Court of Accounts.”

Alexandru Ene, Partner, Head of Litigation & Compliance Department, Noerr says “around 50% of the first instance court decisions are challenged with an appeal claim and the success rate of appeals is at approx. 20% of the appealed cases,” while Ligia Cecilia Popescu, Partner, Wolf Theiss argues that in her experience, “the percentage of court decisions against which an appeal is declared is close to 100% especially in high value cases.

The success rate of these remedies at the level of all courts is relatively high with the superior courts having no reservations is reversing the rulings of lower courts when there are solid legal grounds for doing so.”

“This is not an easy answer to give, mainly for the total absence of these kind of statistics,” says Stefania Maciuceanu, Managing Associate, Stratulat Albulescu.

“You see, the last 15 years were focused on the war on corruption, and so we have great statistics concerning criminal law, on the expense of others addressing civil and administrative procedures. That being said, a roughly estimation is possible, based on the special nature of the Romanian legal system, where the appeal provokes a new trial on the merits, the court of appeal ruling both in fact and in law. Therefore, there is a powerful incentive for the party that lost its cause to file for an appeal and we can surely affirm that this is generally the rule. In light of this fact we can also observe that the level of jurisdiction has no bearing on the decision of the parties to contest the first ruling and seek a new result at the next level.

As to the rate of success for each appeal it is a matter of division between different legal practices. Generally speaking, it is easier to get a decision overturned in a civil or administrative court than in a criminal one. Apart from that, in our practice we experienced that the higher the first jurisdiction is, the less likely the chance to be overruled. Of course, there are surprises that in this rule of thumb, but this is generally the fate of all the cases brought before judges, no matter what state or law family they are apart of,” adds Stefania Maciuceanu.



Which Lawyer in Romania

Litigation

CAN WE TALK ABOUT PREVENTION IN THE LITIGATION PRACTICE AREA? DO YOU HAVE REQUESTS FROM CLIENTS TO PREPARE FOR DISPUTES AND CONFLICTS, EITHER WITH BUSINESS PARTNERS OR THE ADMINISTRATION?

Stefania Maciuceanu, Managing Associate, Stratulat Albulescu Of course, prevention is always our first objective. Alas, this is not easy to do, no matter the practice area we are referring, for the simple fact that people will more often than not feel cheated and disappointed every time something goes awry. As to the specific question that you raised, indeed the prevention aspect when dealing with the public administration has to be properly understood only by looking at certain localities.

Even though the law has a accentuated harmonization dynamic that is sweeping the nation, the will to enforce it ranges from certain local administration to another and usually is also politically driven. As it is to be expected, judging by the recent polls, a major reset of the political spectra will take place the following year and this will definitely affect the dispute resolution sector that concerns or impacts the public administration.

Our clients are keen to resolve any legal or technical problems they incur in a swift and proficient manner and are always eager to follow the instructions given to them by the public administration. Sadly, there are times when a certain interpretation of an obscure legal provision is determining the local administration to enforce an erroneous version of the said law. This is usually the moment we step in and try to convince the courts to amend the flawed legal interpretation. Luckily, the procedural aspects of the national law give us plenty of room to work around any problem that our clients may face.

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Sabina Crangasu, Senior Associate Clifford Chance Badea We witnessed an increasing appetite to prevent and potentially settle disputes before going to court.

This might be a consequence of the fact that clients are now aware of the significant time and cost impact of court proceedings, sometimes associated with potential unpredictable outcome due to inconsistent case law. Another cause might be the increased activity of market regulators and their ability to impose quite significant fines. Nevertheless, prevention of administrative disputes remains limited, due to the a formalistic and reluctant approach toward innovative structures of public bodies.

Ionut Dobrinescu, Partner, Dobrinescu Dobrev Our practice in the field of taxation developed a set of guidelines which, if implemented, would enable our long term clients to retrieve and digitally process critical information in case of litigation, as if litigation were inevitable and coming from any direction. Switching their mindset to a litigator’s perspective is not easy, but it proves extremely valuable. We do our best to roadmap our clients on business threatening concerns and other tight spots, to offer troubleshoot for fiscal traps and dead-ends by teaching some early detection tools and good practices.

Which Lawyer in Romania

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Robert Rosu, Partner at Tuca Zbarcea & Asociatii As previously suggested, in many cases to seek professional legal advice means to prevent.

Still, no one can grant that legal disputes will not arise, since doing business involves taking risks.

Our law firm has received such requests, especially from clients who have learned from their failures and hence want to examine how to act and react in various business situations so as to avoid disputes and, if that is not possible, to keep damage to a minimum.

Raluca Mihai, Partner Voicu & Filipescu Yes, we believe in prevention and we always recommend settlement to our clients, if it possible, especially if we gain more from a settlement than risk it all in court. We have many requests from our clients for assisting them in the preliminary phases of gathering their proof in case of a court case and for representation in negotiation phases for solving a conflict. We always explain to our clients frankly all risks, advantages and disadvantages in both cases (settlement and court file), helping them to decide correctly and business orientated.

Cristina Bojica, Partner Gruia Dufaut Law Office From my point of view, prevention in the field of litigations starts by establishing a univocal relationship between the parties, ever since the negotiation and the contract drafting. We consider that is important to thoroughly negotiate the contractual clauses as well as the explicit wording thereof so that they show the real intention of the parties without leaving room to interpretations.

Moreover, prevention consists of a basic verification of the commercial partner, to have a better understanding of his financial situation, reputation, and other elements that are likely to matter in the development of a business relationship.

In the potentially litigious cases when after perusal of the file, we realize that “the truth is somewhere in the middle”, we usually propose to the clients an out-of-court settlement, by negotiating with the opposite party in order to reach an agreement. Such settlement can be beneficial to both parties, both in terms of time and the expenses involved.

However, negotiating and trading with the public authorities is much more difficult, but not impossible. As an example, the Fiscal Procedure Code clearly states the mediation procedure, which can be an interesting option for the contributor.

Ligia Cecilia Popescu, Partner, Wolf Theiss We often act as ad-hoc mediators advising clients not only in relation to the initiation of arbitral or court claims but also in relation to pre-trial settlement negations. The success of such negations depends upon rather complex aspects including the circumstances of the case, value and interests of the parties involved but usually the disputes escalate to arbitration or court.

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Radu Damaschin, Partner, Dispute Resolution practice, NNDKP Prevention can be analyzed from two perspectives. You can exercise caution in order to avoid a future conflict or you can do it in order to be prepared for a potential future dispute. This twofold approach essentially reflects the essence of a law firm’s activity and we, together with our colleagues from the consultancy practice, have faced both types of situations, sometimes separately and other times concomitantly.

Unfortunately, the authorities do not resort to the services of outside legal counsel that has the relevant experience in order to generate regulations and procedures intended to diminish the eagerness to resort to judicial confrontation.

Luminita Popa, Managing Partner, Suciu Popa si Asociatii Private and State-owned entities alike could avoid a multitude of legal complications by employing professional legal counsel from the early stages of negotiating or participating in/launching public tender proceedings. This would allow avoiding or solving in an early stage any potential impediments to the smooth performance of the parties’ obligations, either of contractual (such as sending the requisite notices on time) or of legal nature (for example obtaining the necessary authorizations). As well, in certain types of projects (such as the ones involving the FIDIC suite of contracts), the presence of experienced legal and technical experts knowledgeable in preparing the necessary notices and claims during the performance of the respective contracts has proven very useful from the perspective of subsequent arbitration proceedings commenced for the resolution of time and money disputes arising out of the respective contracts.

State authorities would also greatly benefit from involving and maintaining during the entire performance of the contracts personnel which is familiarized with the respective type of agreement (e.g. the FIDIC model). The respective persons should be knowledgeable with regard to the relevant contractual mechanisms, including as far as the prevention, notification and resolution of disputes is concerned. Moreover, the management of publicly held entities should also be more aware that delaying or refusing to take firm decisions and commitments at the right moment (in the framework of the respective contracts), as well as oscillating between contradictory approaches regarding the same issue eventually leads to very serious financial consequences for the State.

Our clients (in their vast majority foreign investors) routinely retain our firm for advice and assistance to prevent disputes with their contractual partners, but also to mitigate risks and find the best solutions once disputes have arisen. We are involved in all dispute resolution tiers, starting from the preliminary procedures aimed at amicable settlement and throughout the ensuing court or arbitration proceedings, until the enforcement of the rendered court decisions or arbitral awards.

Which Lawyer in Romania

Litigation

Most representative projects BIRIS GORAN SPARL

Assisted Banca Comerciala Romana, a member of Erste Group, the most important financial group and the largest bank in Romania, in the biggest tax dispute in Romania.

Legal advisor to Publicis Groupe, the world’s third largest media & advertising group, in a dispute regarding the annulment of a decision issued by the Romanian Competition Council.

Legal advisor to Farmec SA, one of the largest cosmetics manufacturers in SEE and also present in the Asian market, in ongoing tax disputes with the Romanian authorities.

The legal advice involved drafting various court claims, from seizure/foreclosure challenges to the main annulment claims, and court representations in all litigation stages. The disputes raised serious difficulties in terms of defence, from the legal grounds involving almost all fields of the law as fiscal, administrative, regulatory, international trade rules and conditions, etc. to the impressive volume of data analysed in a short period of time. The law firm’s litigation practice was involved from the early stages of the dispute, granting legal advice and actively participating in drafting defences back in 2014. Since then, with the firm’s exclusive support and legal advice, Farmec won all disputes with the tax authorities covering all litigation stages and court circuits. In November 2018 The team obtained at the High court of Cassation and Justice the annulment of the tax decisions of approximately €15 million. The decision is final.

Legal advisor to Donalam, local subsidiary of AFV Beltrame Group leading European manufacturer of merchant bars and special profiles for construction, shipbuilding and excavation, in a tax dispute seeking for the largest damages asked to the Romanian tax authorities, bigger than those obtained for another client Impuls Leasing.

The court of first instance accepted the team’s claims and ordered the state to pay damages to our client. Appeal procedures before the Supreme Court have also been successful for the client and the decision is final. Assistance was further offered for the effective recovery of the said amounts.

Advising Viessmann, a world leading manufacturer of heating and refrigeration systems, in connection with a Competition Council investigation focused on vertical price fixing on the heating systems market, including the preparation of the reply to the statement of objections, representation

at the hearing, as well as preparation of the annulment claim filed with the Bucharest Court of Appeals and the de novo appeal with the High Court of Cassation and Justice.

Specialist lawyers: Gabriel Biris, Gelu Goran, Mihai Nusca, Razvan Bardicea.

CLIFFORD CHANCE BADEA

Advising a client in connection with an ICC arbitration regarding a contractual dispute related to a power infrastructure project in Romania.

Advising a client in several litigations lodged by several former employees who were dismissed in a collective dismissal process.

Advising a construction company in a litigation related to the public procurement procedure seeking the award of major railway infrastructure contract.

Advising a client in connection with a real estate litigation referring to the ownership title of the land on which the company is planning to develop a project.

Advising a client in relation to an ongoing investigation run by the Romanian Competition Council for alleged abuse of dominant position.

Specialist lawyers: Simona Neagu, Radu Ropota, Sabina Crangasu, Dinu Stefan.

D&B DAVID SI BAIAS

Legal assistance and representation services rendered in favor of a large company operating in the car industry with regard to the judicial procedures for annulment of a taxation decision that establishes additional tax obligations worth about Lei70 million consisting of VAT, interests and penalties as a result of the tax authorities’ re-classification of the form of the operations carried out by the company, under the justification that this does not reflect the economic content of the transactions.

Legal assistance and representation services rendered in favor of a company that activates in the real estate sector, in the judicial administrative procedures regarding the annulment of a taxation decision by which the fiscal bodies established fiscal obligations of results from the application of the legal provisions regarding the VAT adjustment.

Legal assistance and representation services rendered in favor of one of the largest companies in the consumer services and products industry in order to

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annul a taxation decision amounting to approximately Lei13 million, consisting of tax on profit and VAT together with the related accessories.

Legal assistance and representation rendered in favour of a world’s leading provider of both flight and ground support services in a tort liability dispute worth about €4.5 million and related to an aviation accident on Henri Coanda International Airport, Bucharest - Otopeni.

Assisted a major national company acting as the leader in the electronics, home electronics, IT&C and multimedia markets in Romania in a dispute concerning misleading and comparative advertising.

Specialist lawyers: Sorin David, Dan Dascalu, Ana-Maria Iordache, Ioana Cercel, Mihai Boian, Amelia Teis, Andrei Iancu.

DENTONS EUROPE - ZIZZICARADJA SI ASOCIATII SPARL

Successfully represented Auchan in obtaining the annulment of the €5 million fine imposed by the Romanian Competition Council to Real Hypermarkets.

Advised and represented Avatar Security as a defendant in connection with alleged unfair competition claims filed by the largest player on the electronic surveillance market.

Representing Rizhao Jinfukang International Trade in connection with recognition and approval of enforcement of a foreign arbitral award against a Romanian debtor.

Represented Autoliv Romania on multiple fiscal disputes and fiscal-administrative procedures, including litigations before the Romanian courts.

Represent major pipe manufacturer in a tax litigation.

Specialist lawyers: Tiberiu Csaki, Bogdan Papandopol.

DOBRINESCU DOBREV SCA

Nicoltana SA is a growing business in mineral water field, producing Keia, in a very modern and well-equiped factory near Ciucas Mountains. The law firm assists the company in a dispute concerning the exercise of the right to deduct in the case of a complex financing mechanism. The legal team also deals with obtaining interest as a result of winning the first litigation. At the same time, the assistance granted to Nicoltana company also concerns aspects related to the intellectual property right, respectively trademarks registration.

Which Lawyer in Romania

Litigation

Rodbun is the most ambitious project in Romanian agriculture, which integrates all the components of successful farming: the sale of products and services, testing of the most modern technologies, consulting, efficient solutions for harnessing the crop. The law firm’s team is respresenting Rodbub in a tax litigation regarding the environmental fund. The firm also assists the company in various procedures related to litigation with clients, negotiation of contracts and aspects of labor law.

Parcul Industrial Brazi is one of the biggest industrial parks in Romania, with an area of 40 ha, located in Prahova county.

The legal team respresents the industrial park in a dispute regarding the commercial relations with one of the companies located on its perimeter. At the same time, the assistance granted to the company aims to optimize the procedures for debt recovery from the clients of the park.

Holzindustrie Schweighofer is part of the Schweighofer Group and has its origins in an Austrian family business with over 400 years of experience in the wood processing industry. Currently, the Group is a leader in the wood processing industry in Europe, also having operations in the production of viscose, bioenergy, forestry and real estate.

Following a tax inspection, the Company received an assessment of supplementary profit tax and VAT, which right now form subject of a Court case. The law firms team represents Holzindustrie Schweighofer in front of the courts of justice, in all tax litigations.

The team also assisted the company in the debt-scheduling procedure.

Romairport operates in the field of construction, carrying out numerous large projects, one of the main clients being the National Company Henri Coanda International Airport Bucharest. The law firm’s team represents Romairport in a complex dispute arising as a result of a fiscal inspection carried out at this company.

Specialist lawyers: Luisiana Dobrinescu, Ionut Dobrinescu, Dumitru Dobrev, Lelia Grigore, Diana Vlasceanu.

EVERSHEDS SUTHERLAND ROMANIA

Assisted and represented The Financial Supervisory Authority - FSA in the case regarding the opening of the bankruptcy proceedings of a major insurance company, Carpatica Asig SA, as well as in relation to the contentious claims submitted by Carpatica Asig SA against FSA. Assisting Multiprod Energo in relation to a damages dispute initiated by a former business partner.

Provides assistance for Agrocov, a

major agricultural Romanian company, in a challenge against the administrative resolution of a public authority and also with recovering the pertaining prejudice.

Offers full legal service and advice for Markus Blechner, The Honorary Consul of the Republic of Poland in Zurich - Switzerland in a variety of challenges against the national authorities’ decisions awarding compensatory measures as a result of abusive land confiscations under the Communist regime.

Assisted Terranita Impex and filed for insolvency while providing qualified advice regarding the restructuring options available.

Specialist lawyers: Cristian Lina, Sorin Susnea, Roxana Nemtanu, Madalina Mitu.

GNP GUIA NAGHI AND PARTNERS

Assisted Cis Gaz with respect to the annulment claim against the decision issued by the Competition Council. The decision was issued in connection to the investigation launched by the competition authority regarding alleged anti-competitive deeds in relation to public procurement procedures for the award of construction contracts of pipelines for the transportation of natural gas and related works. The case file is currently pending before the courts of law and its complexity requires a multidisciplinary approach.

The firm’s lawyers obtained for Forestar a reference decision related to the annulment of the enforcement procedure conducted in relation to the payment of half of the minimum amount of the fine prescribed by the Competition Law. The team is also providing legal assistance in connection to other competition investigations against the company.

The firm is the preferred law firm for all litigation cases of a major insurance company. The firm assists the company with respect to disputes arising out of insurance claims, regulatory employment and other matters.

Obtained for Clever Tech, member of the Daimler AG Group, a successful final decision within a claim aimed at suspending the effects of a decision rendered by a city council with impact on the company’s activity.

Assists a major marketplace in connection to several claims against one of its main competitors. The project relates to unfair and discriminatory practices, misleading and comparative advertising and civil rights violation.

Specialist lawyers: Octavian Adam, Bianca Naghi, Violeta Geru, Tudor Nacev.

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GRUIA DUFAUT LAW OFFICE

Provided assistance and legal representation to a large insurance company.

Successfully represented companies in various disputes related to VAT refund and other tax issues.

Legal representation of the leading water supply and sewage service provider in various litigations related to its activity in Romania.

Successfully represented a Telecom operator before the National Council for Solving Complaints and the Appellate Court in a case file where a public procurement procedure awarded to the client was being challenged by a competitor.

Specialist lawyers: Cristina Bojica, Loredana Van de Waart, Teodora Koletsis, Laura Marinescu Ionita.

IONESCU SI SAVA

The dispute resolution team has assisted and represented Mercedes-Benz Romania SRL in numerous litigation and foreclosure proceedings filled against the client’s customers, both individuals and legal entities.

The team has successfully provided to the client legal representation and assistance services before the Romanian courts and bailiffs with regard to such debtors and recovered on behalf of the client a significant amount of money.

Application of legal provisions related to claw-back tax, requiring drug manufacturers to return to the Romanian state part of the profit generated by sales of compensated medicines which exceeds the amount allocated to them by the National Insurance Fond, in Romania has been highly debated in courts since 2009. The litigation team renowned for its expertise in administration of litigation in pharmaceuticals sector, has successfully obtained for Torrent Pharma SRL a court’s decision which annulled the clawback tax for the fourth quarter of 2013, as imposed by the National Health Insurance House.

The dispute resolution team has assisted and represented a real estate investor before the Romanian courts in a dispute against an important Finish roofing solutions manufacturer, having as object the requisition of a land plot estimated to a value of more than €1.3 million. The litigation between the plaintiff and the defendant has been finally resolved by concluding a transaction. The legal team has also provided to the client legal assistance and consultancy services both during the negotiations and conclusion of the transaction in connection to the land plot subject to the litigation.

The law firm’s dispute resolution team provided assistance and representation

Which Lawyer in Romania

Litigation

services to Star Transmission SRL, one of Daimler AG subsidiary in Romania, in nine disputes with former employees. These litigations had as object the recovery of training expenses advanced by the client for the training within Daimler AG of these employees, following the non-fulfillment of their obligations provided under the individual labor agreements.

Assisted an important Italian financial group in transferring the activity of its former Romanian subsidiary to the new branch. In this context, the team assisted the client in its effort to release the safe deposit boxes occupied by the persons who had leased them from its predecessor. In this respect, the legal team filed several claims before the competent courts and assisted the client throughout the entire procedure, obtaining only favorable solutions, in rapidly releasing all the safe deposit boxes.

Specialist lawyers: Alina Nica, Andreea Badea, Alina Neagu, Traian Pasca, Alexandru Tache.

KINSTELLAR

Successfully advised and represented two leading pharmaceutical companies in court proceedings against a claim made by a Romanian distributor and related to the termination indemnity of a distribution agreement. The legal team represented the client before the Bucharest Tribunal, in the first court of instance phase, the Bucharest Court of Appeal, in the first appeal phase, and the High Court of Cassation and Justice, in the second appeal phase. This case involved multiple claims and an increased amount of alleged prejudice, combined with the need for specialist tailored advice in other areas such as life-science/pharma.

Advising a large automotive company in two contentious matters involving two suppliers located in Hungary and Romania respectively for damages relating to breach of contractual clauses and defective products.

This matter also involves international, EU, contractual and civil law matters.

Advising and representing two leading financial institutions before the Bucharest Courts on a class action triggered by 31 claimants for alleged abusive provisions in credit agreements. This is a complex and highly challenging case given that the large number of claimants and the peculiarity of the credit agreements require different approaches and consideration in relation to the factual circumstances of every credit agreement, while also aiming at providing for a uniform defence for both the companies.

Specialist lawyers: Remus Codreanu, Bogdan Bibicu.

LOSPA LAWYERS

The law firm is currently representing Danya Cebus Rom in relation to several civil domestic disputes concerning the construction and development of the US military base in Deveselu, Romania.

Aggregate amount in dispute exceeds €2 million.

The law firm has successfully represented The Office Design & Build Romania before High Court of Cassation and Justice in defending claims deriving from an infrastructure development agreement. The team also successfully guided the client through complex and extensive insolvency procedures concerning Electroputere Parc - Mall Craiova subcontractors.

Specialist Lawyers: Paul Lospa, Livia Dianu – Buja, Alexandra Iliescu.

MPR PARTNERS | MARAVELA, POPESCU & ROMAN

Representing the Romanian Ministry of Public Finance in an ICSID arbitration where claimants, that are from various jurisdictions, Austria, the Netherlands, Germany, Romania and Cyprus - a total of 10 companies, have substantial monetary claims against Romania, with regard to legislative changes, concerning green energy legislation.

Retained by a public authority for representation in four cases in order to obtain damages following the faulty execution of three private contractors.

Representing a European sports equipment manufacturer in connection with a case regarding counterfeit products involving IP aspects, customs and criminal proceedings.

Assisting a leading European provider of financial services for the automotive sector in large portfolios of litigations as part of ongoing day-to-day legal advice.

Representing a, leading European car rental services group, in several litigations with corporate customers for debt recovery.

Specialist Lawyers: Alina Popescu, Ioan Roman, Alexandra Rimbu.

MARKO & UDREA

Assisting a major bank in litigation proceedings for challenging the sanctions applied by the Consumers’ Protection Authority in relation to assignment of loan agreements.

Assisting a client in an arbitration proceeding having as object a partnership agreement concluded with a local authority.

Assisting a car-dealer in a court proceeding seeking the recovery of the prejudice incurred further to an illegal unilateral termination of distribution agreements.

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Assisting the main shareholders of a company in a litigation started by the Authority for Administration of State’s Assets for payment of penalties under a privatization agreement.

Assisting a client in a litigation file related to the performance of a construction agreement.

Specialist Lawyer: Gabriel Udrea.

MITEL & ASOCIATII

Day-to-day legal assistance Arabesque, the largest distributor of construction and finishing materials, with a complete portfolio of products and services, acting both domestically and regionally in Serbia, Ukraine, Bulgaria and the Republic of Moldova, in complex commercial, fiscal and administrative proceedings. The provided legal assistance also includes court cases with subject matters such as: indemnification of the client for an expropriation performed by the Romanian National Company of Motorways and National Roads, but also challenges against enforcement procedures/ claims for reimbursement of amounts obtained in the enforcement procedure.

Legal assistance and representation to MVM Future Energy Technology, a Romanian electricity producer, part of the biggest Hungarian electricity company, in a complex technical litigation, having as subject matter the annulment of invoices issued by the biggest energy company in Italy to Hivatalos, whereby the latter argued that it should legally pay for the own technological consumption of electricity.

The dispute focused on time applicability of various legal norms, but also on the correct interpretation of multiple legal norms, for the purpose of determining what is an own technological consumption and whether or not it should be paid by the one generating it.

Legal assistance and representation to Carpatina, a well-known Romanian player on the market of bottled mineral water regarding the litigation arisen after a fiscal inspection of the National Agency of Fiscal Administration, completed by drafting a fiscal inspection report providing for tax obligations in a considerable amount.

Legal assistance and representation to Henkel Romania, the Romanian subsidiary of Henkel, the global leader in brands and technologies, in relation to complex court procedures in connection with claims arising out of the construction of an industrial factory and related disputes with the general contractor.

Legal assistance and representation to Bucharest International Centre Cargo in relation to a complex litigation pertaining

Which Lawyer in Romania

to companies’ law, whereby a minority shareholder challenged not only that the company’s term was not legally extended, but also that it should receive considerable amounts of money for the land plot whose right of use was incorporated in Bucharest International Centre Cargo’s share capital.

This project had a considerable importance not only considering the potential pecuniary loss, but also the possibility for the company to be annulled, with numerous civil, fiscal and labour implications.

Specialist Lawyer: Magda Dima.

MUSAT & ASOCIATII

Representing KMG international NV and its affiliated companies - Rompetrol Rafinare SA, Oilfield Exploration Business Solutions SRL, one of the most important petroleum companies from CEE, with activities in over 12 countries, in relation to €1.6 billion civil liabilities and commercial claims following the investigation performed by the Romanian authorities, the Public Prosecutor’s Office attached to the High Court of Cassation and Justice, regarding the conditions for the privatizations procedures of one of the most important companies currently owned by KMG Group international NV: Rompetrol SA, Petromidia SA, Vega SA, etc., the taking over by these companies of the Romanian state debs derived from the petroleum exploitation from Libia, the negotiations with the Romanian Government of the instalment conditions of the historical debts due by part of the companies, etc. and consequently the engaging the civil responsibility of the legal persons implied in the above mentioned procedures. The novelty and importance of the mandate derive from the impressive amount requested by the Romanian authorities as damages, over €1.6 billion, but also from the high complexity of case within the Romanian jurisprudence of the legal matter involved.

Assisting and representing the Romanian National Railway Company in a high-stake international commercial arbitration under the ICC Rules entailing multiple claims and counterclaims regarding a multitude of complex contractual, jurisdictional, and legal matters. The dispute arose in connection with one of the largest infrastructure project in Romania estimated at €828 million and financed by the European Investment Bank and the European Union regarding the rehabilitation of a major railway border line. The law firm represents the Romanian National Railway Company as sole legal counsel in connection with all relevant aspects of the arbitration proceedings, including inter alia the preparation of written submissions, assistance during the

evidentiary hearing, as well witness and expert cross-examination.

Successfully representing Leoni Group - Leoni AG and its Romanian affiliate, the leading global supplier of wires, cables and wiring systems as well as a provider of related development services, in various court cases related to the investigation of a transnational informatics fraud, which lead to a series of fraudulent transfers in amount of €40 million. The assistance includes the full spectrum of cases, including assistance in front of various authorities, employment and corporate matters, compliance matters etc., which entailed the implication of a multidisciplinary team of highly experienced lawyers. The importance of these cases derived especially from the complex investigations carried out in several countries and under foreign jurisdictions.

It is for the first time when an important company was involved in such a large IT fraud in Romania, and the specialization of the team of lawyers involved in the case was essential both in stopping illicit actions and in triggering internal investigations and criminal investigations by Directorate for the Investigation of Organized Crime Offenses and Terrorism.

Representing Damen Schelde Naval Shipbuilding BV before Romanian Courts in two claims aimed at cancelling the procedure for breaches of law, one filed with the Bucharest Tribunal and one filed with the National Council for Solving Complaints. Given its value and object, army endowment, the procedure is highly sensitive and controversial. Additionally, the procedure was subject to numerous information leaks and is also subject to a criminal investigation circumstance which makes the process even more complex.

Representing Rheinmetall Man Military Vehicles GMBH and MHS Truck & Bus SRL in two claims aimed at cancelling the procedure for breaches of law. One claim has been already settled by the court in favour of Rheinmetall and MHS. The other claim is still pending. The mandate also included support in the pre-litigation phase with respect to terms of the joint venture between the parties to participate in the procedure.

Specialist lawyers: Gheorghe Musat, Gheorghe Buta, Iulian Popescu, Razvan Stoicescu, Liviu Togan, Angela (Mare) Porumb, Pauna Neculae, Elena Cirlig, Nela Petrisor, Alexandru Terta, Bogdan Lamatic, Iuliana Iacob, Ramona Cirlig, Ioana Varga, Liviu Viorel, Ana Maria Burada, Ioana Cojocaru, Stefan Diaconescu, Mihai Macovei, Valeriu Solcanu.

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Litigation

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Representation of a multinational electric utility company in a fiscal contestation.

Representation of one of the leading companies in Italy in the field of green energy in a litigation over extension of concession agreements as well as assistance in the new public tender process for further concession and related litigation.

Successful assistance and representation of a joint venture of companies active in the infrastructure sector in a challenge before the National Council for Settlement of Disputes.

Assistance and representation of an aviation company against a tort claim in court, launched by a prominent international player in the aeronautical transport field.

Assistance and representation of a client active in the heritage sector in the cancellation of a public procurement process.

Specialist lawyers: Ana DiculescuSova, Emil Bivolaru, Sorina Olaru, Radu Damaschin, Peggy Suica-Neagu, Catalin Radbata, Daniela Gramaticescu, Marius Ezer, Oana Partenie, Valeriu Mina.

NOERR

Representation of an International insurance company in several insurance disputes in value of approximately €70 million before the Romanian Courts of law.

Representation of a leading service provider for transportation services in Europe in more than 50 tax and customs litigations of over €12 million against the Romanian fiscal authority. The matter at hand is the reimbursement of the VAT paid

by EU non-residents, Turkey, during the execution of goods carriage through the Romanian territory.

Representation of an industrial corporation before the Romanian authorities and courts of law in a complex commercial dispute regarding debt recovery and tort liability, with a total matter value of €200 million.

Representation of a major Austrian Bank in court proceedings related to debt recovery cases amounting to over €3 million born from the repayment of multiple bills of exchange.

Legal advice to a major player in paper industry regarding the liability of the former administrator for the damage caused to the company/associates.

Specialist lawyers: Alexandru Ene, Oana Piticas, Razvan Caramoci, Raluca Botea, Monica Colt, Andrei Copil.

Which Lawyer in Romania

Litigation

PETERKA SI ASOCIATII SCA

Legal advisory services to Iveco Capital Services and Iveco Truck Services, two Romanian subsidiaries of CNH Industrial Group, operating various business activities within the automotive industry, including the management of their portfolio of receivables as well as the sale of industrial trucks and secondary operations, in connection with insolvency procedures, debt recovery and the administration of the creditor’s portfolio of receivables. The services provided to the client include representation before Romanian courts in trials concerning insolvency and debt recovery procedures, and also negotiating with debtors.

Legal assistance to Channel Crossings Limited, a private company based in Cyprus, in relation to enforcement procedures and litigation matters, in view of recovering receivables in the amount of approximately €3 million. The legal assistance involved the coordination of lawyers in several jurisdictions - France, Monaco and Romania, with the view of recovering the abovementioned receivables, also taking into consideration that enforcement in Romania was severely affected by the fact that criminal proceedings have begun against the debtor.

Legal advisory services to Royal & Sun Alliance Insurance, a multinational general insurance company based in the UK, in respect of a litigation project for recovering the amounts paid by Royal & Sun Alliance Insurance to its client on the basis of the insurance agreement from the party responsible for causing the damages and its insurance company.

Ongoing legal assistance to several subsidiaries of the Swedish company Sandvik Mining and Construction Tools, specializing in mining and rock excavation, metal-cutting and materials technology, in connection with recovering equipment from the company’s debtors, by amicable means, as well as in judicial procedures before the courts on Romania, including insolvency procedures.

Specialist lawyer: Letitia Silaghi.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Assisted SAP Romania in litigation with Integrator Group over add-on software designed for the localization of the SAP system in the Romanian market.

Assisted GTS Telecom on the annulment of decision no. 40/2019 issued by the National Authority for Management and Regulation of Communications - ANCOM that sets the access tariffs to the underground

fiber optic network in Bucharest and the conditions of access to the underground fiber optic infrastructure developed by Netcity Telecom.

Assisted Fondul Proprietatea, as shareholder in Galati Port Administration, APDM Galati, and Constanta Port Administration, APM Constanta, in litigation against the decisions of the Port Administrations to use 50% of the companies’ revenues for investments in assets under concession.

Assisted Swietelsky in litigation with Euroconstruct regarding the pecuniary rights arising from the Joint Venture created in connection with the implementation of a railway infrastructure project.

Advised Iridex in litigation against the town hall and various parliamentary groups and non-profit organizations in connection with the annulment of the integrated environmental authorization for waste dump and the establishment of the tariffs for post-closure monitoring of the waste dump.

Specialist lawyers: Ciprian Dontu, Dan Petrache, Justin Anghel, Dan Petrache, Camelia Patrascu, Bianca Chiurtu.

RTPR ALLEN & OVERY

Successfully represented Electrica in a €800 million litigation against SAPE, the Romanian public company which manages the state’s portfolio in the energy sector. The case referred to claims filed

by SAPE against Electrica and other defendants for the payment of damages amounting to approx. €800 million for alleged breaches of the post-privatisation monitoring obligations regarding former distribution subsidiaries of Electrica. A series of international arbitration cases regarding said privatisation contracts preceded this case.

Successfully represented the most important Hollywood studios, including Paramount Pictures Corporation, Sony Pictures Entertainment Inc., Twentieth Century Fox Film Corporation, Universal City Studios Productions LLLP, Walt Disney Studios Motion Pictures, Columbia Pictures and Warner Bros. Entertainment Inc., in the first site blocking case which has ever been tried in Central and Eastern Europe, by suing internet service providers with the aim of blocking pirate movies websites. The award rendered by the court in favour of the clients is expected to contribute significantly to the decrease of online piracy in Romania.

Successfully represented Electrica Distributie Transilvania Nord in relation to a very sensitive employment litigation with

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a former manager, with a long litigation history against the company - seven litigation proceedings already completed against the company, in connection with the disbandment of his position following the reorganisation of the company.

Currently representing Rio Bucovina, part of the Maspex Group, one of the largest mineral water bottling companies in Romania, in relation to a high-profile unfair advertising dispute against a close competitor Carpathian Springs, in relation to an aggressive marketing campaign of the latter. This marketing campaign created a strong reaction from a series of public authorities and consumer groups. So far, the legal team was successful in blocking it through an emergency injunction. The team also obtained a favourable court ruling in the litigation initiated by Carpathian Springs against the Ministry of Finance. The case continues on its merits and involves other authorities as well, such the National Audio-Visual Council or Ministry of Finance.

Successfully represented Maspex Romania, former Tymbark, in the final appeal before the High Court of Cassation and Justice in relation to the annulment of sanctioning minutes issued by the Romanian authorities for an alleged breach of a nonrefundable EU financing for the increase of its production capacity.

Specialist lawyers: Professor Lucian Mihai, Valentin Berea, Adriana Dobre, Vicu Buzac.

STRATULAT ALBULESCU ATTORNEYS AT LAW

Assisted Complexul Multifunctional Victoria a local subsidiary of AEW Europe and owner of the America House Building, landmark office building in centre Bucharest, in relation to complex legal issues regarding the operation and lease of the office building located in Bucharest, Victoriei square - 27,000 square meters. In particular, the law firm has assisted CMV in a dispute with the owner of a restaurant located within the building for recovering unpaid rent and related costs, the legal team has drafted the claim for receivables, represented the Client during the creditor’s meetings, assisted and represented the Client in front of the court.

Assisted ERP Targu Mures, local vehicle of AEW Europe and owner of the Promenada Shopping Mall, in a dispute with one of the sub-constructors related to the shopping mall located in Targu Mures, owned by the client. The object of the dispute related to the good performance guarantee executed by the client for remediation of the construction

Which Lawyer in Romania

Litigation

defects and snags. The law firm assisted the client in front of the court to defend against the claims of the subcontractor, during the appeal and also in relation with the settlement agreement executed by the client with the claimant.

Assisted Digital Broker SRL, a strategy and brand identity creator, in the litigation proceedings regarding ownership over the two mobile apps created by Mind Treat Studios SRL for two residential projects.

This project involves offering extensive legal advice as well as drafting relevant court documentation covering copyright assignment over the source code of the apps, which are commissioned works according to the Romanian copyright legislation.

Assisting Alpha Construct Sistem SRL, a local top construction company, in a dispute related to a public construction agreement concluded with a local public authority for the development of a waste management center in total value of €73 million. The dispute has as object claims made by the public authority for alleged default of ACS in the execution of the public procurement agreement and penalty claims for alleged delays in the performance of works. Several law issues and especially a high degree of technicity are particularly arising in this case.

Successfully assisting Roeckl Manufaktur SRL, one of the most important manufacturers of leather products in Europe, luxury glove manufacturer, against Romanian Tax authorities in dispute matters involving transfer pricing commercial structures with the head company in Germany. The case had as subject matter the cancellation of a tax imposition decision by which the Romanian Tax authorities established an additional income and, correspondingly, an additional profit tax against the Client following an unlawful interpretation of the Client’s commercial relations with the head company in Germany.

Specialist lawyers: Andrei Albulescu, Ana Maria Kusak, Florin Dutu.

SUCIU POPA

Successfully represented Enel Investment Holding BV, one of the largest international energy companies, as lead counsel, in an ICC arbitration arisen from a privatization agreement, amounting over €130 million.

The disputes revolve around complex issues pertaining to corporate law, regulatory and financial matters. This matter was a full success, with all claims rejected.

Successfully represented Bolt, one of the leading international ride-sharing services providers, in connection with

its operations on the Romanian markets, including several court cases. The mandates are challenging and required an innovative legal approach, as ridesharing services are not fully regulated in Romania. The defence implied complex regulatory concepts in both Romanian and European law, as well as recourses to the EU competent bodies.

Advising and representing Rompetrol Rafinarie SA, one of the largest exporters of oil products and the third largest exporter in Romania, in a complex environmental project related to a refinery. In this project the law firm was requested to provide both legal assistance and representation before the courts of law.

Assisting and representing Strabag AG, one of the largest construction companies in Europe, in several arbitral proceedings in front of the ICC to settle disputes arising out of complex FIDIC contracts for the rehabilitation of the Romanian national road infrastructure.

Successfully representing Hidroelectrica SA, currently the most valuable Stateowned company in Romania, active in hydro power generation and service, in several complex disputes for the recovery of receivables.

Specialist Lawyers: Luminita Popa, Roxana Fercala, Daciana Popa, Radu Chiran.

TONCESCU SI ASOCIATII SPRL (KPMG LEGAL)

Representing Intrarom SA in an arbitration file against a former contractor for claims regarding fees for alleged supply of services. The most important debate was related to the statute of limitation applicable to the claim, as the claimant tried to make use of a former claim submitted in the past to interrupt the statute of limitation. The main legal issues discussed were related to the types of claims that may interrupt the course of a statute of limitation and the exceptions thereof. The claim was rejected as time barred based on a very innovative interpretation of the provision of the law made by our lawyers which in the end was accepted by the Arbitral Tribunal. Representing the client in several court files against a former contractor for claims regarding fees for alleged supply of services and penalties for late payments.

The main debates will mainly be on the admissibility of the claim for the legal interest in a special enforcement procedure.

Representing Heidi Chocolat SA, a large producer of chocolate, in a litigation regarding loss and damage of truck load during international transportation. The

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main debate will be on the liability of the transporter and the expedition house for loss and damage of truck load during transport.

Representing Vard Tulcea SA, the largest shipyards company in Romania, in several labor litigation files with actual and former employees. One of the important debates referred to the statute of limitation of the challenges of a former employee against the unilateral decision of the company to modify the labor contract.

Representing Monster Energy Europe Limited, one of the leading energy beverages company in Romania, in court proceedings against the Romanian Tax Authority regarding VAT duties derived from the non-recognition of the deductibility of specific expenses. The main debates will be on the deductibility of certain expenses specific to the beverages industry.

Representing Valeo Lighting Injection SA, one of the largest automotive supply company in Romania, in court proceedings against the Romanian Tax Authority regarding VAT duties derived from the nonrecognition of the deductibility of specific expenses. The main debates will be on the deductibility of certain expenses specific to the industry.

Specialist lawyers: Vlad Peligrad, Calin Dragoman.

TUCA ZBARCEA & ASOCIATII

Legal assistance and representation services to Gabriel Resources Ltd. in relation to an ICSID arbitration, seated in Washington, initiated by the clients against the Romanian State on the basis of the Agreement between the Government of Canada and the Government of Romania for the Promotion and Reciprocal Protection of Investments, Canada BIT, and the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of Romania for the Promotion and Reciprocal Protection of Investments, UK BIT. Legal assistance to a construction company in the disputes concerning the implementation of the contract having as scope the execution of infrastructure works, public transportation, in Bucharest.

Successful legal assistance and representation services provided to the Romanian Football Federation before the courts of law in complex civil disputes, concerning damage claims of over €250 million for the 2011 exclusion of a renowned Premier Division club - Fotbal Club U Craiova SA. Legal assistance and representation services to a local bank in more than 500

Which Lawyer in Romania

pending cases, concerning the statements of claim filed either by the bank’s clients - the consumers, or the National Authority for Consumers’ Protection.

Legal assistance and representation of Vodafone Romania in an important litigation with the National Authority for Consumer Protection - ANPC. Assistance and legal representation to one of the leading companies on the sanitation market in various disputes before the courts of law.

Legal assistance and representation services to an IT&C company in two arbitration proceedings worth several millions of Euros.

Legal assistance and representation to a railway company in a multi-million Euros litigation regarding the annulment of a fiscal-administrative decision.

Specialist lawyers: Levana Zigmund, Anca Puscasu, Robert Rosu, Ionut Serban, Dan Cristea, Ioana HrisafiJosan, Christina Vladescu, Ioana Gelepu, Cornel Popa.

VOICU & FILIPESCU SCA

Assistance and representation of an important chain of supermarkets, in a liability claim against of a former employee who launched false accusations in public media regarding unhealthy practices of the company in relation with the alimentary products sold. The legal claim of the client was admitted in all phases, the decision being final, the most important target for the client being to obtain acknowledgment of the illicit action of the former employee of launching false accusations related to the activity of the company in relation with its sold products.

Assistance and representation of one of the largest retail networks in Romania in a claim introduced by the owner of the building in which the client has the registered seat. The owner requested the payment of an important amount of money representing the value of the invoices issued and not received by the client, for being illegal and not in accordance with the contractual framework, on the basis of the lease agreement and the payment of delay penalties. The case file was very complex and with many particularities, with focus on the settled practice established between the parties regarding the execution of the lease agreement. The law firm successfully obtained the dismissal of the claim submitted by the owner in the first procedural phase, at this moment no appeal being yet introduced.

Assistance of the Romanian subsidiary of one of the largest insurance groups in

Germany, in a series of litigation cases concerning employment matters, as well as in a litigation case regarding a claim of approximately €1.85 million and in an insolvency litigation case regarding a claim of approximately €11 million.

Assistance and representation of one of the most important insurance companies in Romania in a litigation case regarding a claim of approximately €1 million filled by an insured hotel that was destroyed in a fire for payment of indemnity for the construction, movable assets from the building, as well as loss of profit due to the lack of use of the building. The solutions were favorable for the client in both first instance and appeal phases and also have a particular significance due to the non-unitary case law of the courts of law in Romania, including the High Court of Cassation and Justice, in respect of granting of indemnities for movable assets.

Assistance and representation of an important developer of retail parks in Romania in two complex litigations having as object the constructor’s claim for works allegedly executed, as well as the return of the performance bond. The case was for the second time in retrial after the second appeal to the Supreme Court was admitted and important procedural aspects were analysed.

Assisted one of the Romanian waterway authority, which under the authority of the Ministry of Transport, in front of the courts of law in relation to a legal claim submitted by a former contractor requesting for damages arising from a public procurement contract of specialized construction works with a value of €5.6 million. The law firm successfully obtained the dismissal of the claim as not grounded in front of the first court of law, as well as in front of the court of appeals in the second claim request initiated by the former contractor against the first court decision.

Specialist lawyers: Raluca Mihai, Roxana Negutu, Simona Merdariu, Victor Cochirleanu.

WOLF THEISS

The most complex project of the law firm’s Dispute Resolution team in the past ten years was engendered by a fire that occurred in 2009 at the Millenium Business Center - MBC, office building. This event engendered numerous court cases for the client, the investment fund Aberdeen Immobilien Kapitalanlagegesellschaft MBH and its local subsidiary, Degi Millenium, the owner the building. These are contractual and tort claims against all the contractors involved in the construction of the MBC

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building, Romanian, Turkish and Greek constructors that have been contracted under a FIDIC Yellow Book 1999 Contract, as well as against the insurer, a copyright infringement case initiated by the designer of the MBC and a tort case initiated by the Armenian Church in Bucharest. The court cases pending in Romania are carried out simultaneously with similar proceedings taking place before foreign courts, in respect of which the legal team collaborates with a reputable law firm in Germany. Completion date: ongoing.

Representation in court of a multinational auto parts manufacturer in a € 12.4 million claim against the National Revenue Agency - ANAF, related to the application of the VAT regime and the stay of the enforcement of five tax decisions issued by the Romanian tax authorities in 2017 and 2018. Completion date: ongoing.

Representation in court of a multinational company specializing in the management of renewable energy sources globally and of its Romanian affiliates that build solar parks in Brasov in a € 32 million claim, as well as advice related to the enforcement procedures initiated against our clients, and the initiation of insolvency procedures for the Romanian subsidiaries. Completion date: ongoing.

Representation of nine major hollywood production studios, financiers and script writers in a $10 million tortious liability claim for an alleged copyright breach initiated by a Romanian writer following a successful Hollywood movie. After a successful ruling obtained in first instance before the Bucharest Tribunal, the firm continues to assist the clients in appeal before the Court of Appeal. The trial at first instance, which lasted over three years and unfolded in the media spotlight, involved the submission of extremely substantial evidence including by letters rogatory to the USA. Completion date: ongoing.

Representation of a Saudi Arabian investment fund in a court case initiated by the Authority for State Assets Management - AAAS, against the majority shareholder of the most iconic Romanian manufacturer of industrial electrical equipment for an alleged breach of post-privatization investment obligations. The law firm obtained an initial reduction of the claim from €300 million to €180 million, also winning the trial at first instance. The law firm currently continues to provide the client with legal assistance during the appeal initiated by AAAS. Completion date: ongoing.

Specialist lawyer: Ligia Cecilia Popescu 

Which Lawyer in Romania

Tax

THE CRITICAL

T A X

NEED FOR FISCAL PREDICTABILITY

A X

T A X

Romania’s fiscal strategy was subject to controversy in 2019 and changes in tax legislation with major impact in the field of direct and indirect taxes were ongoing challenges for both lawyers and clients.ďƒ¨

Which Lawyer in Romania



Tax

“In order to be possible to speak about stability and predictability we need a tax base as large as possible and a tax level as low as possible, both reliefs and evasion erode the base,” says Gabriel Biris, Managing Partner Biris Goran. ”Unfortunately,” adds Biris, “we cannot talk about a tax strategy transposed in the implemented measures that were rather chaotic, with tax and contribution discounts for some sectors and increases for other sectors.

The Tax Code approved in 2015 and enforced since 2016 has been modified in three years much more than during the previous ten years.

The policies are rather PRO-BEPS (Base Erosion and Profit Shifting) than ANTI-BEPS (which is the general trend in international taxation) by replacing the profit tax with the specific tax in HoReCa (2017), and following the increase of the threshold for micro-undertakings from RON 100,000 to RON 500,000 and then to RON 1 million. As a consequence the number of companies paying the profit tax in Romania decreased below 30,000, i.e. less than 5% of the total number of companies.

The tax burden on employment is still very high, especially compared to the tax burden on other types of income than employment agreements, which creates inevitable temptations. In this context, the tax reliefs for salary income tax, the health contribution reliefs and the reduction of the pension contribution for construction and construction material production industries confirm that the high amount of employment taxation is a real problem in attracting and maintaining the workforce, which became obvious in particular in the growing and labor intensive areas, such as constructions (as well as in HoReCa).

The tax reliefs granted to the construction industry may very easily become a “poisoned gift”, since the state aid legislation has not been complied, and the state aids granted in breach of the legislation should be recovered. Should this be the conclusion of the ongoing discussions between the Ministry of Public Finance and the Competition Council within the Commission and should the Commission decide that it is a state aid to

be recovered, the entire construction and construction material production industries will face huge issues, which adds to the uncertainty generated by these changes.

The solutions for collection improvement are known and are related in particular to the computerization of the tax administration, the improvement of the relationship with the taxpayer, and risk analyses carried out in real time, which may result in the reduction and then prevention of evasion caused damages.

Unfortunately, not even after the IT system of the National Authority for Tax Administration was directly subordinated to the Ministry of Public Finance by establishing the National Center for Tax Information in 2017, the so necessary investments were not made, and the servers of the tax administrations get frequently blocked around the date of return submissions.

Not even the introduction of cash registers with electronic memory and GPRS could not be used for limiting the evasion, as the data which may be provided by such mandatory cash registers cannot be taken over and processed by the National Authority for Tax Administration due to the lack of investments in the infrastructure.

“There are many measures that can be adopted,” believes Biris

‘While rules exist to prevent legislators from enforcing overnight changes to the fiscal regulations, political turmoil and much debated State budget constraints have often led to the enforcement of tax legislation through government emergency ordinances and 2019 makes no exception to this pattern,” says Ramona Chitu, Tax Director at Tuca Zbarcea & Asociatii Tax, “therefore entrepreneurs and investors alike have loudly expressed their disconcert.

As regards the tax framework, there are specific industries which have been affected by changes in legislation such as those introduced through Government’s Emergency Ordinance No. 114/2018 but generally speaking, the Romanian tax framework is a competitive one in the region. However, a competitive tax framework is not enough to maintain a stable economic climate and attract investments. Tax certainty, transparency and predictability are also of paramount importance and unfortunately, as previously mentioned, Romania does not excel in these areas,” adds Ramona Chitu.

Razvan Graure, TAX Partner, Musat & Asociatii agrees the fiscal legislation has indeed suffered an important amount of changes over the past few years, and the business environment was faced with the need for quick preparation and adaptation to such changes. “However,” he says, “the fiscal legislation cannot and should not remain behind the evolution of the business, of the society, as it has to adapt to the structural changes faced these days.

“Unfortunately, we cannot Such changes come from various channels, for example talk about a tax strategy the EU legislation that needs transposed in the implemented to be transposed/implemented in Romania as well, or via measures that were rather the local channel, where the chaotic, with tax and contribution Government has the role to discounts for some sectors and supervise and fine tune the economy to respond to various increases for other sectors.” challenges and needs. Also, suggestions for changes in tax Gabriel Biris, Biris Goran law come from the business environment itself, via various trade associations which try to “and that would improve both the climate e.g. protect the market participants from unlawful economic practices leading to investments in Romania, and the amount of budget income, I cannot name only unfair competition (VAT reverse charge for one. Nevertheless, I can mention the goods/activities susceptible to evasion) or basic principle which should underlie to harmonize further the taxation of certain the necessary changes: the burden tax activities, in order to attract investment established depending on HOW MUCH flows (IT, construction, agriculture, etc.).“ we earn (the income size) and not on The Government played so many times HOW is the income earned or WHO with fiscal policies in different directions earns the income, meaning a law without that the current perception about the fiscal exceptions and privileges.” legislation that it is still fragile and potential

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Legal Opinion

In the middle of struggle... with tax amnesties Government Ordinance 6/2019 is a new episode of the Tax Penalty Reprieve series.

I doubt that the Romanian Government took any lesson form the previous experiences with Law 209/2015 and Law 29/2018 regarding the cancellation of fiscal debts. This time nonetheless, there was no significant public consultation and no impact study on either the presumptive effects of the proposed measures, or the effectiveness of the previous tax amnesties.

By comparison with her elder pieces of legislation, the text of Ordinance 6 is generous, divided in two main chapters: the debt restructuring chapter and the pure amnesty chapter.

From the sole perspective of numbers, restructuring is more efficient, since not only the delay penalties and interest would be reprieved, but also a part of the main fiscal debt.

The restructuring procedure is midway between the rescheduling of payments and the insolvency procedure, since the management board of the taxable payer is permanently assisted in its decisions by a representative of ANAF and at the end, a certain haircut of debts is granted.

In practice, very few taxpayers would be incited to file for the restructuring procedure, not in the least because this facility only applies to fiscal debts existing on December 31, 2018. Or, it is obvious that a taxable payer on record with significant fiscal debts

by December 2018 and unable to offer guarantees for having them rescheduled, is utterly unable to also settle to-date its current fiscal debts, thus becoming ineligible for the entire procedure.

Therefore, most of the taxpayers would simply prefer the tax penalty reprieve (chapter II of Ordinance 6/2019), consisting in the total cancellation of delay penalties and interests, if only the main fiscal debt is paid in full.

At this point, the procedure itself diverges, depending on the taxable subject (natural persons or legal entities) and also, depending on the level of the main fiscal debt (below or above 1 million lei).

All these criteria require different administrative approaches in order to be granted the reprieve, as different deadlines and conditions are to be met (no tax returns misfiled, restructuring plan etc).

by Luisiana Dobrinescu, attorney-at-law, Bucharest Bar

Such asymmetric differences in treatment are hardly favorable to the taxpayer, since they increase the discrepancies in the interpretation and ultimately in the application of law. As we all could observe, even the Ministry of Finance had no little problems in drafting the methodology for the application of such complex legal provisions as those of Ordinance 6 – consequently the deadline for notifying the intention of restructuring needed to be extended to October 31, 2019.

To speak only of Bucharest, no tax administration has a clear view on the whole set of the above-mentioned procedures. The interpretation varies from one tax office to another and more often than not, from one tax inspector to another.

We are encountering problems including with regard to the applicable deadline to some of clearly stipulated situations, starting with the filing of the initial notifications for registration with the amnesty procedure.

Also, we couldn’t help noticing that there is a very disparate interpretation, and no little debate, as to the actual moment when all the conditions imposed by law should be met by the taxpayer.

For example, Ordinance 6 clearly stipulates that the intention of a taxable payer to enroll on the amnesty procedure should be first notified to the competent tax authority, while only afterwards, based on the documents issued by the tax authority (certificate of debts, statement of all tax returns

mobile: +40723000497 http://www.dobrinescudobrev.ro/ Intrarea Roma nr. 7, 011772 București Sector 1

etc), would the taxpayer be in any measure to settle all of the missing tax returns and pay the main debts, thus becoming eligible for the amnesty. In practice, there are all too many tax administrations which require that the taxpayer meet all of the other criteria even before filing the notification.

Unless the taxpayer is blessed to read its fortune in a crystal ball, and figure out his true fiscal record withheld with ANAF, such an interpretation dramatically decreases for him the period of time available for outsourcing the funding and finalizing the procedure.

In our practice, there was no circumstance when we did not encounter an obstruction from the tax authorities, varying from objection to defiance, starting with step one of this procedure.

One may ponder whether such hostility does indeed represent a hidden message that the amnesty was not too well received withing the administrative apparatus itself. Usually, a tax office which has been managing for years a taxpayer notoriously unable to pay off its debs, even under coercion by enforced measures, does not meet the same with only good vibes, right at the moment when he finally figured out the funding to pay.

Negative vibes come also from the taxpayers themselves, especially those who were always on time with their payments. Let’s say that the recurrent tax reprieves hardly encourage the voluntary compliance all too well...

In order to wind up this short review on an optimistic note, I dare say that a better solution, both from a financial and a moral perspective, could be represented by a mix of tax reprieve (including restructuring) and mediation on a case-by-case basis, as already allowed by the Fiscal Procedure Code, but yet remaining a form without substance. Such a solution, if indeed articulated in practice in good faith, should be always available for salvaging worthy taxpayers in need of some reprieve at difficult times, while the number of insolvencies generated by the fiscal debts might as well decrease.

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subject of major changes from one day to another.

“After major changes occurred in 2018, 2019 seems to be quite a calm period from fiscal perspective,” argues Alex Tabacu, Tax Partner, Voicu & Filipescu.

“No key changes in tax rates and/or in tax policies were implemented. The fiscal laws and the guidelines for interpreting the fiscal laws should be closed connected with the real life and with the business transactions. They should not introduce more restrictions and difficulties in doing business. The fiscal legal provisions need to be instruments designed to support the development of business environment not the other way around. Unfortunately the perception is that most of the legal fiscal provisions are quite unclear and not business oriented.”

The fiscal regime in Romania is still perceived as being very complicated in terms of application. Andreea Zvac, Senior Associate, Wolf Theiss pointed out there are many problems arising from the fact that the fiscal inspectors which are applying fiscal sanctions do not have enough knowledge of the EU legislation and case law and rely on certain principles which do not have any legislative support. “We have seen in practice that there are significant issues with regard to the interpretation of the VAT regime and transfer pricing principles,” she adds.

Monica Colt, Tax Advisor, Noerr believes the fiscal legislation was updated many times mainly with the aim to gain more income to the state budget and not to boost the economy or to facilitate the fiscal compliance.

“In general, legislation or legal acts published by the Ministry of Finance try to respond to the needs of the business environment,” says Monica Colt, “but the issue is that the final version of these acts is hard to be implemented or does not take into account all

“Unfortunately the perception is that most of the legal fiscal provisions are quite unclear and not business oriented."

Alex Tabacu, Voicu & Filipescu

the demands of the business environment, having to be modified afterwards and thus instability is created. Fiscal legislation is, for this reason, seen as unpredictable and taxpayers cannot make long term

strategy Unfortunately, we cannot talk about a tax strategy transposed in the implemented measures that were rather chaotic, with tax and contribution discounts for some sectors and increases for other sectors. – Ramona Chitu, Tuca Zbarcea & Asociatii Tax

decisions based on the actual provisions of the Fiscal Code.

Beside the unpredictability, fiscal legislation can be perceived as unclear, one example being the fiscal incentives in the construction field applicable starting 2019, which have already been modified several times and there are still struggles to harmonize them within the existing tax frame”.

The enactment at the end of December 2018 of Government Emergency Ordinance no. 114/2018 (“GEO 114/2018”), applicable since 1 January 2019 provided a series of abrupt and radical changes in several strategic business sectors, including banking, energy, telecom, constructions and privately managed pension funds.

Vlad Cordea, Managing Associate, Suciu Popa si Asociatii says “the amendments generated wide criticism and were faced with general pushback reactions from both the business environment, representatives of private investors’ foreign states, as well as, in some cases, the European Commission. With regard to the changes implemented in the energy sector, the European Commission initiated infringement proceedings against Romania, which are still pending, until corrective measures will be firmly assumed by the Romanian Government.

Further to such general adverse reactions to the enacted amendments, GEO 114/2018 was subsequently amended in March and June 2019,

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with the effect that most of these changes proposed initially were either repealed or, respectively, mitigated.

A few remaining issues, notably in the energy sector, are subject to further amendment proposals in the Romanian Parliament, which are likely to further remediate the adverse effects of GEO 114/2018.

The above abrupt legislative amendments, although eventually removed or mitigated subsequently, left the business environment with a general feeling of distrust in the stability and predictability of the fiscal legislative framework in Romania and determined it to adopt a more prudent approach to investments.

In light of the above,” adds Vlad Cordea, “even if the Romanian fiscal legislation is still generally perceived as being favorable for investments, the lack of predictability and stability on the medium and long term, as well as the lack of transparency of the public authorities with regard to contemplated legislative enactments in vital sectors of the economy, have determined investors in certain areas, such as the energy sector, to take a step back. As such, we note for example that OMV Petrom and Exxon delayed their planned investments in the offshore natural gas exploration and exploitation, precisely due to legislative instability and uncertainty, with Exxon announcing recently its intention to exit Romanian operations altogether, due at least partially also to an instable legislative environment.”

Everyone agrees that the current fiscal policy does not offer enough predictability and stability to investors. In its current form is the fiscal legislation attractive for investments?

Although predictability is important, as it provides businesses with the possibility to plan for the near future, it is generally recognized that the Romanian tax legislation has become more friendly with investors over the past few years. Razvan Graure, TAX Partner, Musat & Asociatii argues that measures such as reduction of income tax, dividend tax and VAT rates, as well as the introduction of other incentives (holding regime, exemption for reinvested profits, etc.) have been welcomed by the participants to the economic activity.

Also, planned measures, such as profit tax consolidation mechanism, will play a key role in further optimizing companies’ cash flows and operations.

“Despite various controversial areas, the tax regime is still attractive to investors,” says Mihaela Pohaci, Partner PNSA Tax.

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“From a corporate perspective, the 16% tax rate is among the lowest in Europe, the dividend tax is low or could be reduced to zero (based on conventions for the avoidance of double taxation and or application of the EU parent subsidiary Directive), certain holding regime provisions are available, the tax on the micro enterprise’s income is implemented, while consolidation of profits for corporate tax purposes may be soon introduced. Also, at individual level, the 10% flat tax rate is still in force and various income tax exemptions are granted, under conditions, in different domains (e.g. IT, constructions). As another proof of predictability, debates are currently launched that the flat rate should be replaced with a progressive taxation system.”

Vlad Cordea, Managing Associate, Suciu Popa si Asociatii notes “that Romania continues to attract foreign direct investments (FDI) and the trend was generally upwards in recent years.

According to NBR latest reports, in 2018, the amount of FDI increased by 9.8% to EUR 5.2 bln. from EUR 4.8 bln. in 2017.

However, during the first five months of 2019, NBR reported FDIs amounting to EUR 1.49 bln., which is approximately 10% less than the corresponding value of the similar period of 2018.

This decrease may be determined on one hand by the current global economic and political background, which witness an overall slowdown of economic growth at global level, the imminent Brexit, as well as the existence of various political conflicts looming between large economies. This environment may be a cause for inviting investors in Romania to more prudence, but we are of view that the decrease of FDI volumes could be linked also to the instability and unpredictability of the overall Romanian legislative framework, not only of the fiscal framework.”

Dividend tax has one of the lowest quota among EU Member States, which is an important aspect when talking about an investment decision. Also, beside the dividend quota, there are different incentives in place (i.e. reinvested profit, research & development incentives, income tax exemption for IT employees etc.), so based on what investment one would like to implement, fiscal code mentions different kind of facilities that can be used.

“Consequently, if we talk only

Tax

“The fiscal legislation cannot and should not remain behind the evolution of the business, of the society, as it has to adapt to the structural changes faced these days.”

Razvan Graure, Musat & Asociatii

about fiscal legislation regarding investments, nowadays investors have good incentives in order to make investments, but as usual, investment decisions will take into account not only fiscal background, but the country`s economic position, legislative fields, authorities’ willingness for cooperation and so on, aspects that, unfortunately, are not so attractive for the investors,” argues Monica Colt, Tax Advisor, Noerr.

Romania is about to implement the new rules brought by the European VAT Directives. These changes are quite challenging for all Member States and envisage a more strict control on the intra-EU trade with goods. “Even the European Directive has some weak points, which makes all the more difficult the implementation effort within each Member State” believes Ionut Dobrinescu, Partner, Dobrinescu Dobrev. Most probably, we shall start 2020 by applying directly the provisions of the European Regulation regarding the quick fixes, which will likely create some confusion not only among the taxpayers, but also among the tax authorities, since the existing Romanian legislation already contains some provisions which are not in line with the European Regulation”, added Dobrinescu.

“According to the EU statistics,” says Monica Colt, Tax Advisor, Noerr, “there are identified three different types of failure to fulfill obligations: (i) failure to notify measures transposing a directive; (ii) nonconformity/non-compliance (legislation is not in line with the requirements of EU legislation); and (iii) incorrect/bad application cases (legislation is not being applied correctly).

Unfortunately, Romania is not a stranger from these types of failure, the latest being the one from November 2018, when the European Commission notified Romania that the split VAT payment should no longer be applied. For Romania, but not only, the legislative challenges are to locally implement the VAT legislation and to update it in a straightforward and predictable manner.”

Mihaela Pohaci, Partner PNSA Tax says “the first part of 2019 brought the implementation of the new rules regarding the taxation of vouchers, from a VAT perspective, through Law no. 60/2019 amending the Fiscal Cod, introducing new definitions for single-purpose vouchers and multi-purpose vouchers and new challenges, especially as regards the treatment of single purpose vouchers.

By the end of the year, the legislation should be amended to include the provisions of Directive 2018/1910 amending the VAT Directive (the socalled “quick fixes” to be applied until the introduction of the definitive VAT regime) which bring new rules in four areas: • Call-off stock simplification – providing for a harmonized definition of call-off stock, conditions for applying the simplification as well as treatment to be applied in various circumstances; • Mandatory VAT number of the client (issued by another Member State) in order to claim the VAT-exemption for intracommunity supplies • Harmonized rules on chain supplies and allocation of transport; • New documentation requirements for applying the VAT exemption for intracommunity supplies.

Such rules will become applicable as of January 1, 2020, which entails that

“Fiscal legislation is seen as unpredictable and taxpayers cannot make long term decisions based on the actual provisions of the Fiscal Code.”

Monica Colt, Noerr

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not much time remains for the business & Filipescu. “They introduced a sort of uses a lot of “grey” labor force, meaning community to become accustomed to the discipline in this area and created grounds workers are officially paid the minimum new rules and to modify their internal for restricting the tax evasion in certain national wage, while a significant part procedures accordingly. critical areas. For sure VAT directives of their income is not fiscally registered.

In the medium term, adds Phaci, the On such background, it could be argued improved the clarity and consistency of definitive VAT regime would need to be that the new increased minimum wages, the local legislation in this respect.New together with the other fiscal incentives, legislative changes regarding the place implemented (expected date is July 2022), will manage to resurface at least part of bringing significant changes on the VAT of services need to be implemented in the incomes from this “grey” area. treatment of transactions with goods.” the local law as well and will require The main challenges are derived from for sure a period for understanding and Furthermore, regarding labor implementation both from technical and the provisions of the Council Directive shortages, these measures are obviously economical perspective.” not sufficient to make-up for the hundreds 2018/1910 and Council Implementing Regulation 2018/1912 whose provisions Changes in the fiscal field for the of thousands of Romanian people working shall apply starting with 01.01.2020. construction industry raised many questions on construction sites all over the European “Nevertheless,” says Ramona Chitu, Tax about how to implement them as well as Union, and they are not a sufficient incentive to bring these people back Director at Tuca Zbarcea & Asociatii Tax, the fairness of the measure. Will these “these represent only a part of a bigger changes address the issues raised in this in Romania. On such background, we shift in the EU VAT system envisaged to area regarding labor shortages and tax note that the Romanian Labor Ministry evasion? be implemented starting with 01.07.2022 proposed in July 2019 to increase to 30,000 the number of foreign labor and represented by the so-called definitive Among other controversial VAT system. Without going into details, the amendments, GEO 114/2018 introduced force on the Romanian labor market. In definitive EU VAT system is mainly based a minimum wage of RON 3,000 for light of all the above, we are of view on the principle that VAT shall be paid by employees in the constructions sector, however that these measures, combined the supplier to the Member State where during the period 1 January 2019 – 31 with other complementary actions, such as the transport ends.

December 2019. subsidized accommodation or other social Going back to the Council Directive Further to subsequent amendments, security facilities, may be a solution for and Regulation mentioned above, these the initial one-year period was extended solving at least partially the labor shortage introduce a set of quick in this sector”, adds Vlad and short-term fixes Cordea. to the current EU VAT “The changes in the fiscal system, which should field for the construction “With regard to the changes implemented in industry decreased the remain in place until the the energy sector, the European Commission definitive VAT system number of the workers on is implemented. More the black market,” says initiated infringement proceedings Ionut Dobrinescu, Partner, specifically, these quick against Romania, which are still pending, D o b r in e s c u D o b re v. fixes are targeted at until corrective measures will be firmly “However, this measure specific VAT areas and are destined mainly at produced some distortions assumed by the Romanian Government.” implementing a simplified/ among the sectors which uniform VAT treatment for are already suffering from Vlad Cordea, Suciu Popa si Asociatii specific operations, with a the labor crisis: agriculture, special focus at reducing industry etc. In my opinion, the cross-border VAT a good solution may only fraud. until 2028 for granting the come out from fair thinking and a good With less than minimum RON 3,000 understanding of the global labor market.

3 months to go, salary, as well as other Almost 30% of the active human the changes briefly incentives, such as resources of Romania still works abroad mentioned above possibility to benefit of and the individual net income in Romania should be analyzed income tax exemption is still one the lowest in Europe. Therefore, by the business and various cut-offs to a wise change of the tax policy should social security charges. target both of these problems.” environment in order to ensure full compliance “These amendments,” “While everyone in the sector was therewith, starting with says Vlad Cordea, complaining about the problems of unfair 01.01.2020. In this respect, M a n a g in g A s s o ci a t e, competition or labor shortages prior to we strongly recommend companies Suciu Popa si Asociatii, “although the law change, it remains to be seen which may be subject to the envisaged controversial in certain aspects and how these new exemptions will (positively) changes to review their current procedures/ criticized by some as being discriminatory, impact the construction sector over the arrangements, as well as to analyze are not self-sufficient for addressing the medium and long run, since the new rules the opportunity of implementing such labor shortages and tax evasion, but are planned for a period of 10 years,” structures.” could, nevertheless, contribute to solving argues Razvan Graure, TAX Partner, this problem. ”VAT Directives are good elements Musat & Asociatii. “Constant monitoring for Romanian business environment,” As such, it is practically common via consultation with all stakeholders in the believes Alex Tabacu, Tax Partner, Voicu knowledge that the construction sector industry will provide an important feedback

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Legal Opinion

The tool with which the administrative-territorial units may postpone or defer the debt payment to the economic agents

by Radu Cătăniciu, Lead Attorney - S.C.A. “Cătăniciu and Partners”

1. With the entry into force of the OUG (Emergency Ordinance) No. 79/2017, according to which the Fiscal Code has been amended, and after the implementation of the Law on the State budget for the year 2019, the sources of income of the administrative-territorial units (municipalities, towns, communes) were reduced, as a result of the reduction of the income tax rate and as a result of transferring some payment obligations to the local budgets.

As an effect of applying these normative acts, for the administrative-territorial units (UAT) appears the risk of failure to pay the due debts to companies, debits resulting from the agreements with the local authorities.

In the case of the non-payment to the maturity of the debts to the companies, they will have to sue the UAT in order to obtain the court sentences according to which they may enforce the debtor.

By way of exception, the companies providing a public utility service (e.g.: sanitation of localities, public lighting) are not forced to obtain a court sentence for the invoices issued in the provision of the service, as these invoices are enforceable titles, according to the Law no. 51/2006.

2. In order to avoid or postpone the enforcement, the UAT may appeal to the procedures regulated by the Government Ordinance No. 22/2002 (GO 22/2002).

Only according to a court sentence the UAT may get the following facilities to pay the debts to the economic agents: 1) a grace period for the payment of the debts, 2) deferment of the debt payment, 3) suspension of the beginning or the continuation of the enforcement.

The essential condition for the UAT to benefit from the payment facilities stipulated in the GO 22/2002 is the existence of “solid reasons” due to which the public authority was unable to fulfill the payment obligation.

The solid reasons shall be the cause for which the local authority was unable to fulfil its “duties to provide the funds needed to pay the debts”, and these duties are the following: a) the local authority has not approved the amounts in the local budget that are intended for the payment of these obligations, b) although the amounts with that destination are approved in the local budget, the local authority does not have funds, c) the main credit coordinators have not ordered all the measures necessary to

ensure the budgetary credits in the budgets of the subordinated institutions for the payment of these debits.

The GO 22/2002 does not define what “solid reasons” means, being the exclusive attribute of the court to assess whether the state of fact invoked by the UAT can be considered a solid reason, allowing the local authority to benefit from the protection of the law.

3. In order to obtain the payment facilitates stipulated in the GO 22/2002, the UAT shall enter a summons to the court of competent jurisdiction.

The material competence of the court differs whether the enforceable title is or is not a court sentence.

Thus, if the enforceable title is a court sentence, the action is addressed to the court that has pronounced the enforceable decision, and if the payment obligation is established according to an enforceable title which is not a court sentence (example: an invoice), the application shall be entered to the enforcing court.

The application entered by the UAT is exempt from the stamp duty.

The subject of the summons may consist (1) in requesting a grace period (postpone) the payment of the debit or (2) in setting deadlines of deferred payment of the debt.

The GO 22/2002 does not determine the length of the grace period or the number of instalments of payment that can be determined by the court.

Even if the debtor UAT have requested a long grace period or many instalments of payment, it is the judge who appreciates, according to the specific data of the case, the length of the grace period and the number of instalments to pay the debt.

Interpreting the provisions of the GO 22/2002 it results that the grace period may not exceed 6 months after the sentence has been delivered, as a higher grace period would create a more advantageous payment regime for the debtor than the one stipulated in the art. 2 of the ordinance.

During the judgement of the application to postpone/defer the payment the enforcement continues as long as it has not been suspended by the court.

The judgment of the application is made urgently and according to the rules of the Civil Procedure Code that regulates the judgment in lower court.

In order to obtain the requested result, the public debtor authority shall bring evidence to prove the existence of solid reasons.

The solutions that can be pronounced by the Court are: -total or partial acceptance of the debtor’s

application, -rejection of the debtor’s application.

The effect of the court sentence is the postponement of the enforcement during the grace period or during the deferred payment, and in the case the payment deadlines were complied with and the debt has been fully paid, the enforcement shall cease, being left without object.

The sentence pronounced in the lower court can be attacked only with an appeal.

In the event that the debtor UAT fails to comply with the payment deadlines stipulated in the court sentence, the creditor has the right to begin or immediately resume the enforcement, and the public authority can no longer appeal to the procedure in the GO 22/2002 to postpone or defer the payment of the debit.

4. When entering the summons, the debtor UAT may request to the court to suspend the beginning or continuation of the enforcement until settlement, according to a final sentence, of the application to postpone or defer the due amount.

The above-mentioned suspension application shall be urgently judged and the debtor UAT shall not pay any bail.

The court sentence pronounced on the suspension application may be attacked only with an appeal, separately from the first instance process.

Also when entering the summons, the debtor unit may request to the court to suspend the enforcement on a temporary basis until the settlement of the suspension application described above.

The application for the suspension on a temporary basis shall be judged urgently without summoning the parties, so the enforcement may be temporarily stopped without informing the creditor company.

The sentence according to which the suspension on a temporary basis has been pronounced is not subject to any way of appeal, so the judgement of the suspension application shall be expected.

5. In the art. 5 of the GO 22/2002 is foreseen for the creditor company and the debtor authority to conclude an agreement for the establishment of a deferred payment exceeding 6 months or for the establishment of some instalments to pay the debt.

In the event that the above-mentioned convention has been signed, the debtor UAT may no longer appeal to the judicial procedure to postpone/defer the debt in the GO 22/2002.

In this agreement, penalties may be established if the local authority does not comply with the payment deadlines of the debit.

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over the effects of the respective tax and labor incentives, with potential updates and changes not to be ruled out if needed.

However, according to some reports, the increase in the number of new contracts in the construction sector exceeds 40% yearto-year as of September 2019, meaning that this measure seems to already bring some benefits in the economy,” added Graure.

“Construction companies will incur higher costs with their employees, taking into account that the minimum wage was raised, so tax evasion may not be completely diminished,” believes Monica Colt, Tax Advisor, Noerr. “One condition in order to apply the income exemption is that the employer’s turnover to be at least 80% from construction activity, condition that may harshen a lot of construction firms, due to the seasonal period.

In order to sum up, although the changes addressed to the construction field were grounded on good intentions, due to the implementation conditions, the aim of the incentives may not address their purpose.”

The 2019 Edition of the Survey The PwC Romania Trends on Tax Inspections of 2019 highlighted among others that 45% of the participating companies challenged the tax acts, compared to 38% of the contestation highlighted by the similar survey conducted in 2018 and almost one third (28%) of the tax appeals were resolved favorably or partially favorably, compared with 57% of the favorable administrative solution highlighted by the similar survey conducted in 2018.

Almost a quarter (22%) of the surveyed companies said they were subject to tax inspections in 2018. According to data released by the National Agency for Tax Administration (ANAF), the number of tax inspections carried out in the first nine months of 2018 was almost at the same level as in the same period in 2017. The inspections carried out by the tax anti-fraud unit were 45% more than in the same period last year. From this perspective, it should be noted that

participants in the PwC 2019 survey tailored risk analysis in order to compare mentioned an increase in the number of a specific taxpayer’s/group of taxpayers’ tax audits carried out in 2018 (22% of total fiscal behavior with that of its peers or participants) compared to 2017 (8% of industry, being thus able to quickly respond total). In contrast, out of the sample of 139 and act accordingly. Voluntary compliance companies surveyed in the PwC survey, thanks to the perception of increased tax 18% were never subject to tax inspections, controls would likely subsequently follow. “ while 24% were controlled before 2013.

Monica Colt, Tax Advisor, Noerr Like the previous edition of the PwC argues “the tax collection issue is a constant survey on tax inspections, problem of the Romanian most of the participating authorities and measures such companies said the as those mentioned in the attention of tax inspection Government Ordinance teams was also focused no. 6/2019 (i.e. payment on corporate tax and in installments, deferred We have seen in value added tax (VAT). payment of accessories, practice that there 45% of the controls etc.) were implemented are significant had the main focus on with the aim to collect issues with regard corporate income tax, revenues to the state to the interpretation namely the deductibility budget. of the VAT regime of services, adjustments Additionally, fiscal and transfer pricing from controlling authorities can increase principles – transfer pricing, fuel tax audits so that taxpayers Andreea Zvac, expenditure deductibility, from different industries will Wolf Theiss the deduction of the be analyzed and collect

VAT

technology consumption standard or qualitatively degraded goods. More than one third (36%) indicated value added tax (VAT) as the main focus of tax inspectors, from the deduction of value added tax for different goods and services to items that applied for the reductions under different promotions.

What can be done to increase the percentage of tax collection, and decrease fiscal evasion?

“In principle, a simplified tax system,” says Razvan Graure, TAX Partner, Musat & Asociatii, “with reduced rates and exemptions, but with a broader tax base, better compliance and stricter enforcement would need to be continuously observed.

Also, making the exercise of reporting/ paying taxes much easier with the adoption of new digitalized technologies, electronic tax filing systems, etc. may lead to improved efficiency in tax collection and reduced opportunities for evasion. Above all, the tax administration should control the business environment via improved technics, such as e.g. segmentation and

“At individual level, the 10% flat tax rate is still in force. Debates are currently launched that the flat rate should be replaced with a progressive taxation system,” Mihaela Pohaci, PNSA Tax

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more from them, but not by trying to force them through measures such as fines, penalties and so on. The tax authority needs to understand that it should be a partner for the taxpayer and not a prosecutor. One such measure was implemented by the fiscal authorities through the „Prevention Law” that was adopted in 2017 through which the state does not apply fines or penalties, but it helps the taxpayer solve the underlying situation through an understandable situation.

Another measure that should be implemented in order to increase the percentage of tax collection and decrease the fiscal evasion is to modernize the competent fiscal body systems (i.e.

National Agency for Fiscal Administration, Ministry of Finance, etc.).”

Alex Tabacu, Tax Partner, Voicu & Filipescu believes that extending the platform of electronic correspondence between the tax authority and the tax payers in such a way that all tax returns to be submitted on electronic means and the tax payers to have a partner of discussion in tax authority should help. ”Simplifying administrative procedures, focus on fields with high intensity of tax evasion and designing specific measures for these areas could lead to decrease of tax evasion,” believes Tabacu.

Mihaela Pohaci, Partner PNSA Tax pointed out that “modernization and digitalization of the Tax Administration is imperative.Clear rules and guidance on the tax legislation implementation would

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Tax

be needed. A better cooperation and a costs, which entailed further improvements relationship based on trust and good faith in VAT collection ratios by the Bulgarian fiscal authorities. between tax officials and taxpayers would lead to an increase of the percentage On such background, it could be argued that the single most important of tax collection and decrease of fiscal evasion. In many cases, the tax officials action for increasing tax collection and assume from the beginning decreasing tax evasion in that the taxpayers are not Romania would be a reform honest, thus, they refuse to of the tax management system accept alternative evidence similar with the one performed and the explanations in Bulgaria.

“Almost 30% of the active human provided. Such approaches Actually, such a similar resources of Romania still works abroad only discourage taxpayers, reform has commenced also in and the individual net income in Romania especially small and medium Romania in 2013, benefiting business which do not have from Eur 70 mln. financial is still one the lowest in Europe. Therefore, the means to fight against support as well as from knowa wise change of the tax policy should abuses.” how support provided by the target both of these problems.”

“According to EU World Bank. Unfortunately, statistics, in 2018 Romania this reform was abandoned Ionut Dobrinescu, Dobrinescu Dobrev was (with the exception of long before completion and Ireland), the EU Member before spending a third of the State with the smallest financing granted, due to a lack of requisite support from budgetary revenues to GDP the Romanian Government. ratio, and was also on the last place with conformation as well as on the efficiency of tax collection. regard to VAT collection, registering an “Romanian Tax Authorities have approximately 36% VAT deficit collection,” Furthermore, a digital data base recently acknowledged publicly that faulty says Vlad Cordea, Managing Associate, was created at national level with online tax collection represents one of their main Suciu Popa si Asociatii. access, ensuring aggregation of all areas of improvement,” says Ramona Chitu, In light of the above, it is important services offered by the tax authorities, Tax Director at Tuca Zbarcea & Asociatii to look at Bulgaria, Romania’s co-entrant simplifying various tax return forms, etc.

Tax. “Henceforth several initiatives will in the EU, as a case study for tax reform.

Also, an integrated income management soon follow in order to improve tax Bulgaria is placed significantly better system was created based on a modern collection, focusing on enhancement and than Romania in these statistics and this IT infrastructure. simplification of the procedural framework, may be explained, at least partially by the As a result, the rates of delayed transparent tax authority - taxpayer payments were reduced significantly, fact that it managed to complete a first interaction, organizational restructuring reform of the tax administration system, and tax incomes increased in terms of and developing IT systems for combatting with the support of the World Bank and percentage from GDP, while the tax rates tax evasion. In our view, the latter is the international experts during 2003-2008. most relevant piece of the puzzle which and social contributions charges were Following such reform, the tax reduced at the same time. could render tangible results in a short authorities’ analytical capacities were A second reform program was timeframe after implementation.” improved dramatically, including by means implemented by Bulgaria in 2015 – 2017 of questionnaires addressed to tax payers to improve tax collection and reduce the which had a positive impact on voluntary grey economy and fiscal conformation



Event organised by November, 2020, Bucharest

ROMANIA FORUM 2020

Sustainable economic growth through Non-financial reporting

www.govnet.ro 183

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WHAT WOULD BE A SINGLE CHANGE IN TAX AND FISCAL LEGISLATION THAT YOU WOULD SUGGEST TO IMPROVE THE COUNTRY’S ATTRACTIVENESS?

Ionut Dobrinescu, Partner, Dobrinescu Dobrev I think that fair thresholds on social contributions for all types of individual income would incur a very positive effect in combination with updating the allowed levels of personal deductions.

Razvan Graure, TAX Partner, Musat & Asociatii One idea would be that of eliminating the tax exemptions that distort fair competition and usually provide incentive for unfair treatment between market participants in the economy.

Monica Colt, Tax Advisor, Noerr Romania is very attractive compared to the European Union Member States when talking about income or profits tax, as the quota is quite low (i.e. 16% for profits tax and 10% for income tax), so from our point of view establishing a true partnership with the taxpayer, predictability and transparency in the decision making process based on preliminary discussions with the business environment are a must with a view to improve the country’s attractiveness.

Mihaela Pohaci, Partner PNSA Tax Besides the predictability of the tax legislation, the reduction of the administrative burden of tax and fiscal procedures would increase the country’s attractiveness. The administrative burden can be greatly reduced by implementing new online platform to communicate with the tax authority and improve those existing as well as reducing the bureaucracy one should go through while running a business.

Ramona Chitu, Tax Director at Tuca Zbarcea & Asociatii Tax Given that the Romanian fiscal environment doesn’t have room to accommodate tax reductions or supplementary incentives, I believe an active role towards defining procedural aspects related to accessing currently available facilities would definitely be a plus for investors.

Alex Tabacu, Tax Partner, Voicu & Filipescu In my view predictability and stability are more important than any specific tax incentive or specific tax decision.

If in the context, predictability and stability are out of scope, then decreasing of social contributions or capping them by certain criteria would be a measure which will increase the country’s attractiveness. Romania has well educated and trained work force but the high tax charging on labor costs is a significant constraint for country’s attractiveness.

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Most representative projects BIRIS GORAN SPARL

Legal advisor to Farmec SA, one of the largest cosmetics manufacturers in SEE and also present in the Asian market, in ongoing tax disputes with the Romanian authorities.

The firm’s legal advice involved drafting various court claims, from seizure/foreclosure challenges to the main annulment claims, and court representations in all litigation stages.

The disputes raised serious difficulties in terms of defence, from the legal grounds involving almost all fields of the law as fiscal, administrative, regulatory, international trade rules and conditions, etc. to the impressive volume of data analysed in a short period of time. The law firm’s litigation practice was involved from the early stages of the dispute, granting legal advice and actively participating in drafting defences back in 2014. Since then, with the exclusive support and legal advice, Farmec won all disputes with the tax authorities covering all litigation stages and court circuits. In November 2018 the team obtained at the High court of Cassation and Justice the annulment of the tax decisions of approximately €15 million.

The decision is final.

Assisting Banca Comerciala Romana, a member of Erste Group, the most important financial group and the largest bank in Romania, in the biggest tax dispute pending in the Romania’s market. BCR was subject to one of the very first and largest tax audits envisaging financial transactions in Romania.

The team was also appointed tax advisor for all BCR day to day tax business needs and currently assists BCR in a new tax audit.

Legal advisor to Electrica Muntenia Nord SA, the largest Romanian energy distributor, member of the Electrica Group in drafting the annulment claims and court representations in a tax dispute. The first hearing is scheduled in February 2020.

Tax advisor to various affiliates of Immofinanz, leading commercial real estate group present in seven core markets in Europe: Austria, Germany, Czech Republic, Slovakia, Hungary, Romania and Poland, in ongoing tax disputes and day to day tax advice.

The law firm is currently involved in a group restructuring process of all group companies in Romania, involving complex transactions, such as transfer of shares, assignment of receivables, mergers, liquidations etc. for more than 35 companies. Work is in progress.

Ongoing advisors to several multinational companies as Oriflame Romania - leading cosmetics retailer, Kika Romania - one of the leading furniture retailers, LeasePlan - leading operational leasing and fleet management

company, Impuls Leasing Romania - Austrian leasing company, RedBull Romania - energy drink producer, Publicis Groupe - worldwide communications group, with regards to all tax matters derived from their day-to-day business activities and in the preparation of the transfer pricing files, including the identification of potential risks in relation to its intra-group transactions.

Advisors to important local companies as Fildas/Catena Group - leader on the local pharmaceutical distribution market, One United Properties - leading high end residential developer, Veranda Mall - shopping centre in Bucharest with all tax matters derived from their day-to-day business activities.

Specialist lawyers: Gabriel Biris, Mihai Nusca, Ruxandra Jianu.

D&B DAVID SI BAIAS

Legal assistance and representation services rendered in favour of a company that activates the real estate sector in the judicial administrative procedures regarding the annulment of a taxation decision by which the fiscal bodies established fiscal obligations of results from the application of the legal provisions regarding the VAT adjustment.

Legal assistance to a multinational active in the consumer products area for the reorganisation of its Romanian presence.

Legal assistance to a real estate developer for the reorganisation of its Romanian entities.

The law firm is currently assisting and representing the Company in front of the courts of law in the process of seeking the annulment of a tax assessment decision imposing the client additional tax liabilities, namely VAT, late payment interest and penalties, amounting to approximately €15 million. The case complexity comes from the fact that the tax authorities requalified the transactions carried on separately by the company, i.e. supply of goods and services, in single VATable transaction, i.e. considering it a supply of goods with installation, as to be able to audit a period outside the statute of limitation and also to apply local Vat on such transaction. Thus, this case entails both tax procedural issues concerning the status of limitation concept as well as substantial tax arguments on the criteria to be met for requalifying a transaction into a supply of goods with installation, under the ECJ caselaw.

Specialist lawyers: Sorin David, Dan Dascalu, Ana-Maria Iordache, Mihai Boian, Andrei Iancu, Anda Rojanschi, Cristina Paduraru, Romana Petre, Adina Oprea, Andreea Tortov.

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DOBRINESCU DOBREV SCA

Holzindustrie Schweighofer is part of the Schweighofer Group and has its origins in an Austrian family business with over 400 years of experience in the wood processing industry. Currently, the Group is a leader in the wood processing industry in Europe, also having operations in the production of viscose, bioenergy, forestry and real estate. The law firm is assisting Holzindustrie Schweighofer during tax inspections, which is quite challenging, due to the unfavourbale perception of mass media, and also, the law firm acts as their tax advisors for day to day tax issues.

For more than 20 years, Macromex has been the industry leader for frozen and chilled food products. The law firm is assisting the companies within Macromex group in any tax issues raised by the tax administrations and also, for some of the most important tax consultancy subjects.

Vivre Deco is one of the most important online provider for furniture and decorations and one of the oldest clients of the law firm.

The law firm’s team built a great relationship and is assisting Vivre in any issue which requires tax and litigation expertise: fiscal, insolvency and commercial.

AD Auto Total is a Romanian-owned company, the leader in import and distribution of automotive parts in Romania, active for 23 years. The company has over 14,000 active clients, 72 deposits and a turnover of 2016 for €168 million. AD Auto Total is one of the most challenging clients of the law firm, due to the rapidity of their transactions and the flexibility in thinking the business. The team is assisting them in any issue which requires tax expertise.

The law firm is assisting the companies within Astaldi group in any issue which requires tax inspection and tax litigation expertise.

Specialist lawyers: Luisiana Dobrinescu, Andrada Ples, Alexandra Barbaiani, Diana Vlasceanu, Anca Nica.

GRUIA DUFAUT LAW OFFICE

Assisted a large company acting in the insurance field in relation with the financial surveillance authority.

Assisted a main agriculture group by providing general assistance services in connection with the company’s business activity: reconciliation of fiscal record of the client’s company, assisting in day-to-day employment related issues.

Assisted a French company in negotiating and signing a share assignment agreement.

Which Lawyer in Romania

Tax

Specialist lawyers: Cristina Bojica, Loredana Van de Waart, Laura Marinescu Ionita.

MPR PARTNERS | MARAVELA, POPESCU & ROMAN

Representing a major Austrian construction company, currently undergoing insolvency proceedings, in a high-value VAT reimbursement claim with the Romanian Tax Authorities, €15 million, and the contestation of the Tax Authorities’ decision, following a fiscal investigation by the latter.

Assisting a foreign taxation public authority regarding the filing and supporting of a request towards the Romanian Taxation Office for assistance with respect to recovering tax owed in another jurisdiction by individuals currently residing in Romania.

Representing a major Spanish construction group in court regarding the annulment of a taxation decision in front of the Romanian Taxation Office.

Assisted Precision for Medicine, part of Precision Medicine Group, in connection with the Romanian law, tax and fiscal aspects of its multimillion EUR value cross-border acquisition of Argint International.

Assisting two of the most important European airlines in various tax matters, including the possibility to transfer the accounting and fiscal archive outside Romania and on tax and fiscal assessments of different agreements concluded with bloggers, related to advertising.

Specialist Lawyers: Gelu Maravela, Felix Tapai.

MITEL & ASOCIATII

Legal assistance and representation to Arabesque, a Romanian leading company specialized in the distribution of construction materials and finishing, with a complete portfolio of products and services, acting at both domestic and regional level in a fiscal inspection procedure whereby payment obligations in a significant amount were set.

Furthermore, the client was represented in a lawsuit for the cancellation of a notice of assessment issued by the Environment Fund Administration.

Legal advice to MVM Future Energy Technology, a Romanian electricity producer, part of the biggest Hungarian electricity company in relation to a fiscal dispute concerning a decision issued by the local authorities having as subject matter taxes arising from construction permits.

Legal assistance and representation of Carpatina SA, a Romanian company active in the field of mineral water bottling, in a fiscal inspection procedure whereby payment obligations in a significant amount

were set. As regards the tax litigation file, the client was assisted during the administrative procedure, analysis of the Tax Decision, fiscal provisions and relevant case law. The court file tackled multiple domains: insolvency, tax.

The company challenging the issuance of a tax decision with the inobservance of the legal aspects of insolvency proceedings.

Legal assistance and representation of CyberGhost, a Romanian subsidiary of a VPN services provider, in a dispute related to the results of a tax inspection during which the Romanian Tax Authority expressed suspicions as regards the actuality of operations carried out by the company, thus additional VAT and income tax were calculated. Also, the inspectors submitted a criminal complaint for alleged tax evasion crime, consequently the company was not able to challenge the results of the inspection. The litigation aims to oblige the authorities to resolve the administrative challenge against the inspection results.

Legal assistance and representation of Knapp Family Asset Management, a Romanian venture builder, in a dispute related to the results of a tax inspection during which the Romanian Tax Authority expressed suspicions as regards the actuality of operations carried out by the company, thus additional VAT and income tax were calculated. Also, the inspectors submitted a criminal complaint for alleged tax evasion crime, consequently the company was not able to challenge the results of the inspection.

The court ordered the authority to resolve the administrative challenge (the administrative decision being currently disputed in court).

Specialist lawyer: Magda Dima.

MUSAT & ASOCIATII

The law firm is advising Amazon (US) upon extending its local presence in Romania, regarding tax incentives for local employees, including drafting the relevant documentation. The mandate has included extensive tax assistance with respect to recent changes on the individuals’ taxation aspects, as well as other day-to-day tax advisory with respect to various taxation issues applicable to individual contractors, registration/amendment and deregistration of certain working units, and submission of the financial statements.

Advising Nokia, a leading worldwide mobile phone producer, with respect to disputing a customs tax decision, issued after reconsideration of the customs regime for specific items, as well as on related late payment interest. The law firm’s assistance also includes court representation in connection with interest to be received from the state budget as a result of undue payments of the amounts established by the tax authorities

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during the customs audit. This trial is ongoing.

The firm is advising Monsanto, a major US-based agricultural company, in connection with the distribution of dividends by the Romanian subsidiary, as well as the tax registration of non-resident shareholders.

The team had also previously aided the client in connection with the Romanian fiscal regime related to the payment operations, and on various day-to-day tax issues.

Assisting Toshiba Energy, a global energy player, with various tax matters regarding enforcement procedures against several Romanian debtors. The law firm highlighted potential alternatives for Toshiba to recover unsettled principal and related VAT amounts arising from local transactions. This case highlights the value of the local market knowledge in providing strategic tax advice in conjunction with related court proceedings to global companies, as well as our ability to cooperate seamlessly on cross-border matters.

Advising Juniper Networks, a company member of the Juniper Networks group, one of the largest players in the field of developing and marketing networking products, including routers, switches, network management software, network security products, and software-defined networking technology, with respect to the VAT treatment applicable to the operations performed by the company in Romania. The assistance included also the direct VAT registration of the company.

Specialist lawyers: Monia Dobrescu, Razvan Graure, Cosmin Libotean, Angela (Mare) Porumb, Oana Gradinariu-Deju, Roxana Bujoreanu, Alina Man.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

Tax assistance in relation to the restructuring of the Romanian subsidiaries of a leading meat producer group.

Tax assistance in relation to the restructuring of a major group in the real estate industry.

Complex customs assistance for a leading express courier and logistics company during tax audit procedures.

Complex tax assistance to an oil&gas company during a fully-fledged tax audit and the tax challenge phase.

Specialist lawyers: Alina Timofti, Marius Ionescu, Lucian Barbu, Silviu Badescu.

NOERR

Tax advisory in connection to the Stada M&D/Hemofarm´s daily business activity in Romania.

On-going advice, for Samsung Electronics, on various tax issues in Romania.

Tax advisory of Accord Healthcare,

Which Lawyer in Romania

IDEMIA, Kamtec Auto, Ferrostaal Oil & Gas, leading European retail chain, in connection to their daily business activity in Romania.

Day-to-day tax consultancy, for an international agricultural machinery manufacturer, including advice on tax effects in relation to profit tax, withholding tax, VAT and review of the transfer pricing file.

Tax assistance for a leading European provider of transport-related services, in the current tax audits/appeals/court actions with the tax authorities. We assist the client in recovering VAT claims of €12 million from the Romanian tax authorities.

Specialist lawyers: Iulian Sorescu, Monica Colt, Carmen Mazilu, Alexandru Ene, Raluca Botea.

POPOVICI NITU STOICA & ASOCIATII, ATTORNEYS AT LAW

Assisting Dedeman on the acquisition of The Office.

Assisting RTC Proffice on the acquisition of Paper Plus.

Assisting WDP on the acquisition of Dunca Logistics Centre and CTPark Cluj I. Assisting DB Schenker on merger of two of its Romanian subsidiaries.

Assisting Simona Halep on all her tax matters.

Specialist lawyers: Mihaela Pohaci; Raluca Rusu.

SUCIU POPA

Successfully represented Enel Green Power Romania, in a large number of advisory work and litigations against 7 municipalities of Romania arisen out of the building tax imposed, amounting to over €10 million, on wind turbines in approximately 50 administrative claims, related to the wrongful calculation and illegal enforcement of taxes, in relation to the client’s wind power plants.

The assistance also includes representation in challenging seizures and garnishments constituted by the local municipalities on the client’s accounts and other assets. This is yet another success the law firm secured for Enel, with a big impact on the local regulations, since, as a result of the dispute, the court cancelled the tax decisions and the entire enforcement proceedings and ordered full reimbursement of all wrongfully executed amounts. Additionally, the court confirmed that a tax debt secured by a bank letter of guarantee issued in favour of the fiscal authority, cannot be initiated and legally enforced by the creditor.

Advising and representing Enel Green Power Romania, the renewables division of the Enel Group, in tax litigations regarding the green certificates and the annulment of the Ministry of Public Finance Order no.

688/2013 regarding the competencies of the Central Taxation Commission.

Successfully represented AOP Pharma in relation to the annulment of several fiscal tax decisions related to the application of the clawback tax to pharma producers and the related penalties and accessories. The mandate included providing legal assistance and representation before the courts of law, including in several applications made for the court to counteract and cancel forced execution of the client’s bank accounts and other assets, as well as the annulment of several tax decisions issued by the tax authorities.

Advised and represented the Romanian Banks’ Association in the structuring and negotiation of various agreements with the Central Tax Authority in relation to the exchange of information in the fiscal field, including by having due regard to banking secrecy principles and the banks’ client’s data integrity and confidentiality.

Assisted Enel Romania on the reduction of its the regulated rate of return on electricity distribution activities, as well as the extension of the special monopoly tax on activities in the electricity and natural gas sector. The law firm’s work included an extensive review of the compliance of the newly introduced Directive 2005/89/EC concerning measures to safeguard security of electricity supply and infrastructure investment and identifying options to counteract them from a national and EU law perspective.

Specialist Lawyers: Miruna Suciu, Andrei Georgescu, Radu Chiran.

TUCA ZBARCEA & ASOCIATII

Providing assistance to a major beverage distributor regarding the full design and implementation of a new business model involving the distribution of alcoholic drinks.

Assistance and representation to one of the most important names on the pharmaceutical market in Central and Eastern Europe in a highly complex tax inspection and subsequent litigation.

Assistance to a large gambling operator in relation to the existing contractual agreements and drafting a complex memorandum related to the VAT implications derived from the gambling/betting activities performed by the client under partnerships with third parties.

Providing tax and legal assistance to multinational companies in relation to their global employee share plans impacting on their local operations in Romania.

Providing tax advisory services to a multinational corporation active in the automotive sector regarding the setting-up of a service center in Romania.

Specialist lawyer: Alexandru Cristea.

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VOICU & FILIPESCU SCA

Tax

Day-to-day tax consultancy and accounting services delivered to a company member of one of the world’s foremost providers of consulting, technology and outsourcing services, covering all types of direct and indirect taxation matters, payroll. Ongoing, continuous advice since 2009. Indicative assignments over the past year include advice on: income tax, reinvested profit, copyright related taxation, tax impact regarding the financial model for business valuation, VAT, tax impact of an envisaged transfer of business, individual taxation etc.

Assisted an American industrial service company and is one of the world’s largest oil field services companies, on the client’s intended market exit by closing down the company’s Romanian subsidiaries along with reorganization of the remaining entity. Rendered services included legal and tax on the necessary corporate documents and registrations, liaising with the Romanian authorities, conducting various assessments, as well as providing extensive advice on employment matters related to the envisaged market exit.

Providing tax consultancy to a real estate developer active on the Romanian market in connection with its business activity in Romania, including advice on the tax regime and available alternatives in the case of transferring the ownership rights over real estates, the payment of outstanding debts, the tax regime of loans etc. Ongoing legal and tax advice to this client covered by a multidisciplinary team of lawyers and tax consultants.

Providing legal and tax advice to an important European development center in connection with its opening and operating a technology center in Romania, since market entry in 2015 to the day. The law firm’s team was involved in several relevant tax projects covering implementation on the state aid scheme attracted by the client upon its initial investment, advice on the tax impact of sponsorship, tax audit process for VAT reimbursement, tax aspects involved by the lease of personnel and other employment issues, specific advice during tax inspections among others.

Assistance to a multinational company, a leading global information and measurement group in connection with the liquidation process of one of the Romanian entities of the client, including dividends distributions, cash flow forecast for liquidation among others.

Specialist lawyers: Marta Popa, Roxana Negutu, Alex Tabacu 

LAWYERS’ PROFILES

ALBOTA LAW FIRM Address: 12‑14 Teodosie Rudeanu

Street, Entrance A, Ground Floor, Ap. D01 ‑ D02, 1st District, Bucharest, RO‑011258, Romania Website: www.albota.ro Email: office@albota.ro Phone: +40 370 509 600, +40 799 936 000 Contact person: Oana Albota, oana. albota@albota.ro

Number of lawyers in the firm: 8 Number of local partners: 1 Most representative clients: Atenor Group, White Star Real Estate, Shikun Binui, London & Partners, Heitman, Green Gate Development, RC Europe, Conarg Group.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Oana Albota, Partner Practice Area: Construction & Real Estate; Litigation & Arbitration; Banking & Finance; Corporate & Commercial

Oana is the founding partner of Albota Law Firm. Prior to this, Oana coordinated the real estate practice of PeliFilip. With more than 17 years of experience in business law, she is one of the most appreciated real estate lawyers in Romania; she has advised leading developers in transactions constituting land marks for the real estate market in Romania. She is highly recommended as construction and FIDIC specialist. during the last years she won significant construction arbitration cases.

Andreea Ciobanu, Associate Practice Area: Construction & Real Estate; Banking & Finance; Corporate & Commercial

Andreea joined Albota Law Firm in September 2014. Prior to this, Andreea worked for 4 years for a multinational corporate services provider. Andreea also worked for almost 2 years as in‑house lawyer for a major Romanian company acting in the field of fuel distribution. With a solid understanding of the Romanian law and an impressive experience in the Corporate & Commercial field, Andreea advises clients on matters like: company formation, restructuring, complex shares transfers, commercial contracts and corporate governance, financing agreements.

Diana Cochilet, Associate Practice Area: Construction & Real Estate; Corporate & Commercial

Diana joined Albota Law Firm in July 2017. Prior to this, Diana worked for almost 2 years in the real estate department of a Romanian Law firm located in Bucharest. She has expertise in Real Estate, Town Planning and Constructions, Corporate & Commercial.

Diana provides business oriented legal advices and assists foreign and local companies in the process of acquisition and sale of office and residential buildings, acquisition and sale of lands (including agricultural), developments of residential buildings, lease agreements, construction and permitting process.

Bogdan Istov, Associate Practice Area: Construction & Real Estate; Litigation & Arbitration

Bogdan joined Albota Law Firm in October 2016. Prior to this, Bogdan gained experience in real estate transactions, civil and administrative litigation working for 3 years as lawyer.

Having a thorough knowledge of the Romanian law and the ability to provide comprehensive guidance in various circumstances, Bogdan advises clients on matters like: commercial contracts, construction claims, civil litigation, arbitration, real estate agreements.

Oana Albota,

Partner

Andreea Ciobanu,

Associate

Diana Cochilet,

Associate

Bogdan Istov,

Associate

Ana Maria Mincu, Associate Practice Area: Construction & Real Estate; Corporate & Commercial

Ana Maria joined Albota Law Firm on April 2019. Prior to this, Ana Maria has been practicing law for 19 years with major law firms and gained significant expertise in the real estate, construction, corporate and M&A matters.

Ana M aria Mincu, Associate

Calin Galateanu, Associate Practice Area: Construction & Real Estate; Litigation

Calin is a member of the Bucharest Bar since January 2019 and a member of Albota Law Firm since August 2019.

Prior to joining Albota Law Firm, Călin worked for a law firm specialized in civil and administrative litigation.

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Calin Galateanu, Associate

Diana Badea, Associate

Bogdan Roscaniuc, Associate

R adu Cataniciu,

Managing Partner

Edith Cristina Cataniciu,

Partner

Diana Badea, Associate Practice Area: Construction & Real Estate; Litigation & Arbitration

Diana joined Albota Law Firm in July 2018. Prior to this, Diana worked for almost 12 years in the consultancy department of two important Romanian Law firms located in Bucharest. Diana has vast experience and expertise in drafting, amending and negotiation of a wide variety of commercial agreements and she provides business oriented legal advices on matters like: office and residential investments, construction and permitting process, construction claims, civil litigation, arbitration.

Andrei Danciu,

Bogdan has been practising law for 12 years and shall become a member of Albota Law Firm beginning with January 2019. Bogdan gained expertise in the real estate field, with a focus on real estate title review, transfer, development and asset management, as well as extensive involvement in corporate matters adjacent to real estate transactions, including corporate governance matters and commercial agreements.

CATANICIU SI ASOCIATII Address: 5 Teiuleanu Passage, 3rd

Floor, Pitesti, Arges, Romania Website: www.cataniciu.ro Email: office@cataniciu.ro Phone: +40 248 612 270 Fax: +40 248 606 270 Contact person: Radu Cataniciu, Managing Partner

Number of lawyers in the firm: 3 Number of local partners: 3 Offices in Romania: Pitesti, Arges PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Radu Cataniciu, Managing Partner

Senior Associate

Bogdan Roscaniuc, Associate Practice Area: Construction & Real Estate; Litigation & Arbitration

He is a co‑founder of SCA “Catanciu si Asociatii” and he has over 25‑year experience in commercial law, aquisition and mergers, public procurements, litigations and arbitration. He has experience in the implementation of some new investments in the region. He is an judicial liquidator and arbitrator for the Commercial Arbitration Court of the C.C.I. Arges

190

Edith Cristina Cataniciu, Partner

She is a co‑founder of SCA “Catanciu si Asociatii” she has 30‑year experience of practice of law, being specialized in civil law, real estate, labour law, contentious administrative matters and litigations.

Andrei Danciu, Senior Associate

He has been an associate of our company for over 15 years and he has a wide experience in commercial law, purchases and mergers, energy, infrastructure, fiscal law, insolvency, litigations. He is an judicial liquidator associated at CD Recovery SPRL.

BIRIS GORAN SPARL Address: 47 Aviatorilor Blvd.,

Floors 1 & 2, 1st District, Bucharest, RO‑011853, Romania Website: www.birisgoran.ro Email: office@birisgoran.ro Contact person: Corina Stefan, cstefan@birisgoran.ro

Number of lawyers in the firm: +45 (lawyers and tax consultants)

Number of local partners: 8 Most representative clients:

Banca Comerciala Romana, Farmec SA, UniCredit Bank, LafargeHolcim, Siemens, Profi, Weatherford, Procter & Gamble, One United Properties, Hagag Development Europe.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Gabriel Biris, Co‑managing Partner, Head of the Tax practice

Gabriel has over 22 years of experience in tax matters, such as advising on tax structures, compliance, tax controls and tax litigations. He is well‑known for his tireless efforts in the public arena to modernize the tax legislation and administration in Romania for a positive impact in the country’s development.

Gelu Goran, Co‑managing Partner, Head of the Competition ‑ Antitrust Practice A founding partner of Biris Goran, Gelu is a seasoned antitrust practitioner, acting primarily in the areas of competition and antitrust law as well as mergers and acquisitions for more than 19 years. His experience covers a large range of industries and business sectors, including banking, tobacco, pharmaceuticals and many more.

Mihai Nusca, Partner, Head of Litigation Practice

Mihai is a partner and chairs the firm’s litigation practice group and is an industry veteran. He regularly leads on some of the market’s most ground‑breaking and pioneering litigation, include outcomes which result in industry and legislative change. He possesses a deep understanding of tax and regulatory law.

Daniela Lazea, Partner, Co‑head of the Real Estate Practice Daniela is a reputed negotiator with a solid and proven understanding and knowledge of developers and investors key focus and concerns. Daniela was involved as lead attorney in dozens of M&A transactions with or without a real estate component and has the skills required for managing complex large size transactions whether local or cross border.

Gabriel Biris,

Co-managing Partner, Head of the Tax practice

Gelu Goran,

Co-managing Partner, Head of the Competition - Antitrust Practice

R aluca Nastase,

Partner, Head of the Real Estate Practice

Ana Fratian, Partner, Head of Corporate/M&A Practice

Ana joined Biris Goran in 2006 and has over 17 years of experience in a wide range of domestic and cross‑border transactions, as well as commercial leasing matters. In 2014 she became a Partner and she currently co‑heads the firm’s Corporate/M&A department, where her practice focuses primarily on advising clients on M&A and private equity transactions, having represented a variety of companies, individuals and private equity funds.

Mihai Nusca,

Partner, Head of Litigation Practice

Daniela L azea,

Partner, Co-head of the Real Estate Practice

Raluca Nastase, Partner, Head of the Real Estate Practice

Raluca joined Biris Goran as a Partner in 2006, focusing on real estate matters for institutional clients as well as high‑net‑worth individuals. She is also heavily involved in insolvency and real estate related litigation. In the real estate field, her experience is unparalled, and specializes in finding solutions to problems deemed unworkable by other lawyers.

Ana Fratian,

Partner, Head of Corporate/M&A Practice

191

Ruxandra Jianu, Partner of

Biris Goran Tax Consulting

Sorin Aungurenci,

Partner

Ruxandra Jianu, Partner of Biris Goran Tax Consulting

Ruxandra Jianu is partner with Biris Goran Consulting, the tax consultancy firm of Biris Goran. With more than 20 years of experience in tax consultancy, Ruxandra became an expert in restructuring (both domestic and international), mergers & acquisitions, tax reviews and due diligence projects, as well as in assistance during tax inspections. Ruxandra collaborates with the litigation department with respect to all tax disputes and with the M&A department with respect to all tax issues which may arise in an acquisition, sale or business restructuring process.

Sorin Aungurenci, Partner

Teodora Motatu, Partner

Alina Andrei,

Partner, Transfer Pricing Partner

Anca Zegrean, Head of the Employment and Labor Department

Sorin has over 12 years of real estate experience and was promoted to Partner in spring of 2017. He is a specialist on zoning and related regulatory matters and has unique experience on construction law (including many FIDIC and other types of construction agreements under his belt, whether for retail, office, residential or industrial projects), title investigations, and acquisitions. Sorin doubles as a good real estate transactional lawyer, advising industry leaders and institutional investors.

Teodora Motatu, Partner

Teodora joined Biris Goran in 2009 and in 2019 she was promoted to Partner and co‑head of the firm's Corporate/M&A department. She focuses primarily on all corporate, M&A and IP matters.

She has considerable experience in due diligence procedures, mergers, spin‑offs, and other restructuring efforts, as well as in assisting and advising on various investment transactions. She has been involved in numerous transactions and negotiations, representing both domestic and foreign participants in M&A transactions.

192

Alina Andrei, Partner, Transfer Pricing Partner

Alina Andrei is partner at Cabot Transfer Pricing, the transfer pricing company affiliated to Biriș Goran. Since 2008, the year of the publication of Order no.

222 / 2008 on transfer prices, Alina has assisted over 100 local and European companies with the preparation and documentation of transfer pricing files and has advised over 20 companies during TP file audits. Alina is a member of the Romanian Chamber of Tax Consultants and is currently honing her international business practice at Vienna University of Economics and Business, where she attends an Executive MBA program.

Anca Zegrean, Head of the Employment and Labor Department

Anca joined Biris Goran in 2012 and as a Senior Associate, she has over 9 years experience in a wealth of labor and employment matters, as well as litigation and civil matters. As her labor practice is innovative in a harsh and very strict regulated environment, Anca was promoted as Head of the Employment and Labor department in 2016. She is recognized and appreciated both by clients and professionals for her high‑level assistance in a wide range of labour law matters, with particular accent in related tax litigation and matters arising out of transfer of undertakings in diverse industries.

BUDUSAN ALBU SI ASOCIATII Address: 43 Calea Dorobantilor, 1st

Floor, Ap. 2, 1st District, Bucharest, Romania Website: www.budusan.ro Email: office@budusan.ro Phone: +40 21 230 50 88 Contact person: Mirela Frumusanu, mirela@budusan.ro

Number of lawyers in the firm: 10 Number of local partners: 5 Most representative clients:

Rompetrol/KazMunayGas, Carmistin, GFR/Grampet, Murfatlar, RCS & RDS/Digi, OMV Petrom, Copisa, Artmark, Vista Bank, UniCredit Bank.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ovidiu Budusan, Founder and Senior Partner, White Collar Crime

One of the very few most highly regarded criminal defense attorneys on the market and a highly‑experienced litigator. He was the prosecutor‑in‑chief of the former Department for Prosecuting Corruption and Organized Crime, by the Supreme Court of Justice, with solid experience and stellar achievements.

Ovidiu manages defence in complex cases dealing with business crime charges, in industries such as banking and finances, energy, oil & gas, IT, media, capital markets, pharmaceuticals, food industry, infrastructure, as well as charges of tax evasion and corruption offences.

Liana Iacob, Partner

Liana’s fields of expertise include fraud against the financial interests of the European Union, public procurement fraud, corruption, tax evasion, financial and insurance fraud, embezzlement, corporate fraud and intellectual property crime. Liana has managed complex cases of fraud in the financial and banking industry; she has provided legal consultancy and assistance to important corporate clients in the IT sector, in energy, real‑estate, the food industry and financial services.

Ovidiu Budusan,

Founder and Senior Partner, White Collar Crime

Gabriel Albu,

Founding and Managing Partner, White Collar Crime

Florentina Frumusanu, Partner

Florentina is specialized in cases of tax evasion, accounting offences, capital market crimes, offences against the customs regime and intellectual property law, off shore transactions, corruption offences, corporate fraud and fraud against the financial interests of the European Union. Florentina gathered experience as an in‑house lawyer in a multinational oil group.

Liana Iacob,

Partner

George Toniuc, Partner

George is an experienced and skilled litigator, with a keen understanding of the investigative procedures and court process, and with a balanced, client‑oriented approach. With nearly 20 years of experience, George assisted and represented both industry, and individual clients in complex criminal matters, handled by specialized prosecutorial units.

Florentina Frumusanu, Partner

Gabriel Albu, Founding and Managing Partner, White Collar Crime

Gabriel has a strong professional experience in multinational law firms.

Prior to becoming a criminal defense attorney, he used to work for Linklaters, Cameron McKenna and Salans (now Dentons), mostly as a commercial, tax and regulatory litigator. Gabriel manages primarily the corporate and/ or international clientele of the firm. He deals mainly with charges of tax evasion and fraud against UE funding, but also corruption charges, cases of financial fraud, capital market criminality and public procurement fraud.

George Toniuc,

Partner

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Adrian-Catalin Bulboaca,

Managing Partner

Alexandra R adu, Partner

BULBOACA SI ASOCIATII Address: 10 Dumbrava Rosie Street,

2nd District, Bucharest, RO‑020463, Romania Website: www.bulboaca.com Email: office@bulboaca.com Phone: +40 21 408 89 00 Contact person: Alexandra Radu, alexandra.radu@bulboaca.com

Number of lawyers in the firm: 19 Number of local partners: 5 Most representative clients: EximBank, Chimcomplex, SB Group, FTF Columbus, Sklepy Komfort, Armstrong Fluid Technology, Willow Residential (part of Speedwell Real Estate Development Group), Frigoglass, Vista Leasing, GBA Services.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Andrada Bulgaru, Partner

Catalin Petrea,

Partner

Adrian‑Catalin Bulboaca, Managing Partner

Adrian is the head of Banking & Finance department. He has been constantly recognized as an eminent practitioner by the international directories.

Adrian has been involved in some of the most important and sophisticated transactions on the Romanian market.

His legal experience focuses on acting on behalf of domestic and international banks and borrowers in syndicated and bilateral credit transactions, secured and unsecured, and advising security takers and providers on the creation and perfection of guarantees and security.

Furthermore, Adrian also has experience in capital markets, privatizations, M&A.

Alexandra Radu, Partner Andreea Hlihor,

Partner

Alexandra is coordinating the Corporate/M&A and Competition practices. Alexandra has more than a decade of transactional experience as an M&A lawyer. She is highly experienced in all aspects of mergers and acquisitions, corporate reorganizations, post‑acquisition restructuring and competition compliance, drafting and negotiating contracts. During her career, Alexandra has been involved in several high mandates and in particular has a thorough understanding of both local and international matters. She advises a variety of international investors and large Romanian companies on transactional and regulatory matters with respect to their acquisitions or divestments in Romania.

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Andrada Bulgaru, Partner

Andrada coordinates the dispute resolution, insolvency, reorganization and debt recovery department. Before joining Bulboaca & Asociatii, Andrada was the head of the legal and compliance department of one of the top local non‑banking financial institutions. The clients she is in charge with are mainly reputed financial institutions, but she is also assisting other major clients during their day‑to‑day business, with an emphasis on certain specific legal aspects. She is one of the coordinators of projects involving consumer litigation files.

Catalin Petrea, Partner

Catalin is a member of the Banking & Finance department. He has experience in restructuring and insolvency projects, as well as in banking & finance transactions, together with a solid understanding of the Romanian market and business environment, all of which contribute to the successful completion of the projects he is involved in. Strongly client‑oriented and with an impressive ability to quickly react to complex matters, Catalin represented companies from various industries, including pharmaceuticals, chemicals, petroleum and natural gas, real estate and betting, on their investments in Romania and in the region.

Andreea Hlihor, Partner

Andreea is part of the dispute resolution, insolvency, reorganization and debt recovery department. Her expertise focuses on representing the interests of major financial institutions in their capacity as creditors. Andreea also provides advice on corporate and regulatory matters. Andreea is member of the team that provides assistance and representation to some of the biggest financial institutions in Romania, in relation to their consumer litigation portfolios.

CLIFFORD CHANCE BADEA Address: 28‑30 Academiei Street,

Excelsior Center, 1st District, Bucharest, RO‑010016, Romania Website: www.cliffordchance.com Email: receptie@cliffordchance.com Phone: +40 21 666 61 00 Contact person: Ana‑Maria Gavrila, ana.gavrila@cliffordchance.com, +40 21 666 61 43 Number of lawyers in the firm: 40 Number of local partners: 3

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Daniel Badea, Managing Partner of the Bucharest office Practice Area: Banking & Finance, Capital Markets, Energy & Natural Resources, Project Finance/ PPP, White Collar Crime, Risk Management, Restructuring & Insolvency

Over 20 years of legal practice in the international legal environment, including City of London. Primarily focused on Finance law, as well as corporate law, Infrastructure and Energy transactions. Has significant expertise in complex White‑Collar Crime/strategic risk management, including crisis management, fraud investigations, regulatory investigations, restructuring & insolvency.

Nadia Badea, Partner & Head of the M&A and Real Estate practice Practice Area: Corporate, M&A, Private Equity, Real Estate, Employment, Competition, Energy & Natural Resources, Healthcare & Pharma

Practicing business law for over 20 years in the international environment, in Bucharest and the City of London.

She has advised large private equity funds, real estate funds and developers, investment banks, and major corporations in high‑profile strategic projects ‑ complex M&A transactions (mergers, acquisitions, divestitures, carve‑outs, joint ventures), infrastructure and development projects.

Madalina Rachieru, Partner & Head of the Capital Markets practice Practice Area: Capital Markets, Banking & Finance, Insurance

Advising financial institutions, investment banks, local and global companies in initial public offerings (IPOs), secondary public offerings, domestic bond issues, corporate and sovereign Eurobonds issues, EMTN programmes, GDRs issues, and receivables securitisations. She has been involved in almost all major Capital Markets transactions of the last ten years in Romania.

Simona Neagu, LL.M., Counsel & Head of the Litigation & Dispute Resolution practice Practice Area: Litigation & Dispute Resolution, Insolvency, Public Procurement, Healthcare & Pharma

Over 25 years in civil, commercial and corporate law, enforcement proceedings, insolvency procedure, and regulatory litigation in industries such as energy, telecom, environment and capital markets, competition law, administrative and fiscal law, construction litigation, public procurement litigation, white collar crime litigation. Simona represents clients in court and before arbitration tribunals.

Mihai Macelaru, Counsel Practice Area: Corporate M&A, Technology, Real Estate

Over 13 years of experience with top law firms, specializing in complex merger and acquisition deals, joint‑ventures and privatizations on the capital markets.

He has been involved in some of the most important deals in Romania, in real estate, telecommunications, medical services, food, retail, and the auto parts industries.

Daniel Badea,

Managing Partner of the Bucharest office

Nadia Badea,

Partner & Head of the M&A and Real Estate practice

M adalina R achieru,

Partner & Head of the Capital Markets practice

Simona Neagu, LL.M., Counsel & Head of the Litigation & Dispute Resolution practice

Mihai M acelaru, Counsel

Cosmin Anghel, Counsel Practice Area: Fintech, Banking & Finance, Capital Markets

Actively involved in syndicated and bilateral finance, Real Estate finance, acquisition finance, commercial loans, public debt finance, municipal finance, secured lending, mortgage finance, consumer credit, financing or leasing of aircrafts, finance based on discounting of receivables and issuance of bills, bond issuance and EMTN programs and derivative transactions.

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Cosmin Anghel,

Counsel

Andreea Sisman, Counsel

R adu Ropota, Counsel

Andreea Sisman, Counsel Practice Area: Banking, Project Finance/PPP, Real Estate Finance, Healthcare & Pharma, Energy Advising international clients in both domestic and international large transactions from various sectors, including banks, infrastructure, energy and the real estate sector. Her expertise covers public procurement and concessions/ PPPs, project finance, general finance, debt restructurings; she also has valuable experience in civil and commercial litigation and arbitration.

Radu Ropota, Counsel Practice Area: Capital Markets, Restructuring & Insolvency

Loredana R alea, Counsel

M anuela Guia,

Managing Partner

Bianca Naghi,

Partner, Partner

Partner

Extensive experience on local and cross‑border M&A transactions, providing legal consultancy to multinational and Romanian clients from various industry on all legal aspects related to M&A. She also has expertise in employment matters ‑ individual and collective labour contracts, labour force restructurings, and individual and collective dismissals.

A key lawyer of the Capital Markets team, having been involved in high‑profile transactions, including IPOs, secondary offerings and block trades, medium‑term note programs, covered bonds and high‑yield bonds issuances. He is also coordinating the Restructurings and Insolvency area within our Litigation & Dispute Resolution practice.

GNP GUIA NAGHI & PARTNESR Address: 48 Soseaua Nicolae

Titulescu, 2nd Floor, 1st District, Bucharest, Romania Website: www.gnp.ro Email: office@gnp.ro Contact person: Nicoleta Calin, nicoleta.calin@gnp.ro

Number of lawyers in the firm: 16 Number of local partners: 3 Most representative clients: Main RO Marketplace, Mega Image ‑ Delhaize Group, Clever Tech ‑ Daimler Group, Idea Leasing, Major Pharmaceutical Company, Major Insurance Company, Main RO Company in the Forestry Sector, CIS Gaz, Roche Romania, Major RO Telecom Company.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Octavian Adam,

Loredana Ralea, Counsel Practice Area: Corporate M&A, Real Estate, Employment, Consumer Goods & Retail, Financial M&A, Insurance

Manuela Guia, Managing Partner

Manuela Guia combines in‑depth knowledge of RO and EU law with a vast legal expertise and business acumen, having represented top multinational and local corporations in the private sectors of Pharma and Health Care, IT & Telecom, Electronics, Retail, Energy,

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Media and Entertainment, as well as public sector clients.

Bianca Naghi, Partner

Bianca Naghi is a specialist in competition law, data protection, corporate law, intellectual property and contract law, and represented some of the most important multinational and local corporations in the sectors of food retail, electronics, energy, IT & Telecom and also in the public sector.

Octavian Adam, Partner

Octavian Adam represented private and public major clients from different industries in a wide variety of high‑profile litigation and arbitration cases. He successfully acted for major companies in procedures of award of public contracts both in the administrative phase, as well as in front of courts of law.

D&B DAVID SI BAIAS Address: 301‑311 Barbu Vacarescu

Street, Lakeview Building, 7th Floor, 2nd District, Bucharest, RO‑020276, Romania Website: www.david‑baias.ro Email: office.mail@david‑baias.ro Phone: +40 21 225 37 70 Contact person: Ana Maria Petcan, Media Relations Officer, anamaria. petcana@pwc.com

Number of lawyers in the firm: 43 Number of local partners: 7 Most representative clients: OMV Petrom, Orange, HeidelbergCement, BRD ‑ Groupe Societe Generale, Lukoil, Enel, Oracle, Altex, Reckitt Benckiser, Fan Courier.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Sorin David, Managing Partner

Sorin David is specialized in banking, non‑banking market, financing, securities, insurance, financial institutions, corporate governance, consumer protection. Sorin was involved in various due diligence projects and financial services market transactions.

His expertise also includes M&A, antitrust, real estate. Sorin achieved great deal of expertise in corporate and commercial law, competition law, consumer protection. He advised clients during complex transactions, being involved in several major acquisitions and business restructuring assignments in Romania.. He has extensive experience with state aid and great deal of expertise in competition field that covers all the aspects of the commercial projects, ranging from negotiation, in‑depth legal analysis of title, structuring of transaction, closing and post‑closing implementation.

Anda Rojanschi, Partner

Partner of D&B David si Baias, coordinating Corporate M&A practice.

Experienced in negotiation, structuring of corporate and real estate deals; coordinated legal due diligence; advised and assisted clients during negotiations. Strong expertise in corporate law; coordinated restructuring projects, establishment of companies, structuring of partnerships, drafting of management contracts. Anda has experience in negotiation and structuring of complex corporate and real estate deals, coordinating legal due diligence work, advising and assisting

clients during negotiations and on all transaction‑related matters, up to a successful closing. Other competences: environmental law, energy regulations, employment law.

Sorin David, Managing Partner

Dan Dascalu, Partner

Partner of D&B David si Baias, coordinating Litigation practice. Member of the Bucharest Bar since 1997, Dan has experience in civil and commercial law, as well as in administrative and procedural matters. His expertise in the fields of tax, labour and commercial legislation is extensive.. Dan Dascălu has been ranked in Band I under the Tax Section for lawyers of both Chambers and Partners and Legal 500 international directories.

Ana Maria Iordache, Partner

Ana‑Maria has over 10 years of experience in tax and administrative litigation, successfully representing numerous clients both before Romanian authorities and courts, and in proceedings before the Court of Justice of the European Union. She has gained extensive expertise in many complex cases in which she provided legal services to a large number of clients, national and international companies, in various industries such as oil and gas, construction, automotive, pharma, telecommunications, and retail. Her scope of practice includes a wide range of litigations in the areas of tax law, administrative law, competition law, personal data protection, as well as disputes arising from enforcement proceedings.

Adrian Ster, Partner

Adrian is the coordinating partner of the competition practice with an experience of over 15 years. He has provided legal assistance to a large number of clients in different economic and industrial sectors, including oil and gas, food, transport, telecom, pharmaceutical, FMCG, retail, financial and banking, automotive, media, agricultural or construction. The assistance Adrian provides includes representing clients in investigations initiated by national or European competition authorities on cartel arrangements, vertical agreements or abuses of dominant position, in merger notifications, regarding the negotiation of commitments or recognitions and the filing of applications for clemency.

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Anda Rojanschi,

Partner

Dan Dascalu,

Partner

Ana M aria Iordache, Partner

Adrian Ster,

Partner

A melia Teis,

Partner

Mihail Boian,

Partner

Amelia Teis, Partner

Amelia Teis joined D&B David and Baias team in 2014, being specialized in administrative, commercial and public procurement disputes. With over 15 years experience as a trial lawyer, she has successfully represented numerous local and multinational companies before the Romanian courts, as well as the national and international arbitration courts in complex actions in the sectors: utilities, infrastructure or constructions, medical, energy and natural resources, defense and security. Amelia is also recognized as a specialist in public procurement.

Mihail Boian, Partner

Mihail Boian joined the D&B team nine years ago, being a graduate of Law School of the University of Bucharest and he is a member of the Bucharest Bar Association since 2009. In his professional activity he has assisted and / or represented clients in various disputes related to income tax, VAT, calculation and payment of excise duties, local taxes or social securities. In recent years, he has been involved, in particular, in complex cases related to transfer pricing that have involved assistance before the courts and also before the tax authorities in the amicable procedures carried out in order to eliminate double taxation under the double taxation treaties and the Arbitration Convention.

MIRCEA SI ASOCIATII Address: 10 Elev Stefanescu Stefan

Valentin Mircea,

Senior Partner

Street, 2nd District, Bucharest, Romania Website: www.mircea.eu Email: office@mircea.eu Phone: +40 31 069 97 90 Contact person: Valentin Mircea, vmircea@mircea.eu

Number of lawyers in the firm: 6 Number of local partners: 2 Most representative clients:

Catalina M aria Mircea, Senior

Partner

Christian Tour, Dogan Media International (Kanal D), Vesta Investment, Leroy Merlin, Whiteland, Wolters Kluwer Romania, Engie Romania, Kia Romauto, Interguard, Autototal.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Valentin MIRCEA, Senior Partner

Valentin Mircea is a senior partner within Mircea and Associates since 2003 and a well known competition lawyer. Between May 2009 and October 2013, Valentin was a member of the Plenum and the Vice-President of the Competition Council. In this capacity, he was in charge, between 2009 and 2011, of the modification and completion of the competition law Competition Law no.21 / 1996, as well as the regulations and instructions for its

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application. Valentin is also one of the coordinators of the Center for Studies in Competition Law within the Faculty of Law of the Bucharest University and the author of several books and articles on competition, energy and telecommunications issues published in Romanian and foreign publications.

Valentin graduated from the Faculty of Law of the Bucharest University and the Sorbone University, Pantheon - Assas, in 1996.

Catalina Maria Mircea, Senior Partner Practice area: Public procurement, Environment - waste management, Competition, Labor Law.

Ms. Catalina-Maria Mircea joined Mircea and Partners in 2009. She graduated the University of Bucharest Law School in 1996 and also the post-graduate studies civil law and civil procedure law in 2011.

In 2009 Ms. Mircea has been certified as an expert in public procurement. Ms. Mircea authored and co-authored several articles in professional publication, on topics related to public procurement, transports and labor law.

DENTONS EUROPE ‑ ZIZZI‑CARADJA SI ASOCIATII SPARL Address: 84‑88 Calea Grivitei,

The Mark, 1st District, Bucharest, RO‑010735, Romania Website: www.dentons.com Phone: +40 21 312 49 50 Contact person: Valentina Popa, Marketing Specialist, valentina.popa@ dentons.com

Number of lawyers in the firm: 24 Number of local partners: 7 Most representative clients: Banca Comerciala Romana, Metro, CEE Equity Partners Ltd., P3 Logistic Parks, Google, Bayer, Erste Group AG, JLG Manufacturing Central Europe, Autoliv, Engie Europe.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Perry V. Zizzi, Romania Managing Partner

Perry heads the Bucharest Banking & Finance group and has 23 years of experience practicing law in the US, Latin America, Western Europe and in the emerging markets of Central and Eastern Europe. His experience in finance is particularly broad, spanning syndicated loans, receivables securitizations, capital markets aspects, senior and subordinated debt, recapitalization and acquisition finance.

Cristina Daianu, Partner

Cristina is the Head of the Bucharest Corporate group and also heads the local German Desk. She has extensive experience with corporate and M&A, including structuring a variety of joint ventures, greenfield projects, reorganization and restructuring, as well as competition/antitrust and employment issues. Cristina is also Vice‑president of the Arbitral Tribunal of the Romanian‑German Chamber of Commerce.

Tiberiu Csaki, Partner

Tiberiu is a highly experienced litigation and arbitration lawyer, with over 30 years of experience as a legal practitioner.

He has been involved in many complex cases at both national and international level. He has recently represented clients from various industry sectors in complex cases which have covered commercial litigation and arbitration, administrative disputes, white collar crime, public procurement issues, employment matters and insolvency procedures across various sectors ‑ energy, automotive, infrastructure, manufacturing, chemicals and retail. He has extensive experience in international arbitration and has coordinated several successful local and international arbitration proceedings.

Raul Mihu, Partner

Raul heads Dentons’ competition practice in Romania. He has extensive experience advising large national and multinational companies on intricate matters of Romanian and EU competition law, as well as regulatory issues. He focuses on assessing and reforming the clients’ business practices, structuring and implementing national and cross‑border distribution models and franchise systems, assisting clients in investigations initiated by competition regulators, securing expedited merger clearances for the clients’ transactions and devising novel approaches to meet the clients’ challenging needs in an increasingly complex market.

Perry V. Zizzi, Romania Managing Partner

Cristina Daianu,

Partner

Claudiu MunteanuJipescu, Partner

Tiberiu Csaki, Partner

R aul Mihu, Partner

Claudiu Munteanu‑Jipescu, Partner

Claudiu heads the Bucharest Energy Group. With over 19 years of sector experience, he specializes in conventional and renewable energy, public procurement, PPP, infrastructure and concessions, including dealing with public authorities, having been involved in landmarks projects. He advises local and international clients on complex regulatory, contractual and corporate matters.

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Bogdan Papandopol,

Partner

Loredana Chitu,

Partner

Bogdan Papandopol, Partner

Bogdan heads the Real Estate practice in Romania. He has over 17 years of experience and focuses primarily on real estate transactions and consultancy, including real estate due diligence, title insurance, construction (FIDIC agreements), title investigation and restitution claims, as well as property management related aspects. He also concentrates on crisis management in connection with real estate deals and financing.

Loredana Chitu, Partner

Loredana Chitu is Partner and head of the Capital Markets group in Bucharest.

She has vast experience in both debt and equity capital markets work, having advised both issuers and investment banks. Loredana has also worked on high profile M&A transactions, especially transfers of bank loan portfolios. A well‑known lawyer for capital markets regulatory work, she advises on corporate governance, shareholders’ rights, derivatives, MIFID, market abuse and disclosure requirements. She also advises private equity funds on regulatory matters under AIFMD and EuVECA.

DOBRINESCU DOBREV SCA Address: 7 Intrarea Roma, 1st Luisiana Dobrinescu,

Partner, Coordinator of the entire fiscal practice

District, Bucharest, RO‑011772, Romania Website: www.dobrinescudobrev.ro Email: inquiry@dobrinescudobrev.ro Phone: +40 723 000 497 Fax2mail: +40 31 816 73 14 Contact person: Luisiana Dobrinescu Number of lawyers in the firm: 12 Number of local partners: 3

Most representative clients: Ionut Dobrinescu,

Partner, Head of the Fiscal Disputes Resolution Department

Holzindustrie Schweighofer, AD Auto Total, Pro Economica, City Point, Vivre Deco, Astaldi S.p.A., Nicoltana, UPFR, Softwin, Macromex.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Luisiana Dobrinescu, Partner, Coordinator of the entire fiscal practice

She has a double specialization, being a graduate of both the Law School (Bucharest University) and of the Accounting and Management School (Titu Maiorescu University). She also graduated the Master in Tax Law organized by the Bucharest University and currently, is a PhD researcher for Law faculty, West University, on VAT issues. With a 17‑year experience in

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tax law, Luisiana is specialized in tax consultancy, assistance throughout the fiscal inspection, assistance in contesting the tax assessments and legal representation in court. Luisiana is highly specialized in value added tax (VAT) and fiscal procedure.

Ionut Dobrinescu, Partner, Head of the Fiscal Disputes Resolution Department

Ionut graduated in 1998 the Law School of Bucharest University and also the Franco‑Romanian College of European Studies, UB‑Paris I Pantheon Sorbonne.

Between 2000 and 2010, Ionut pleaded in civil, commercial, real estate, leasing, insurance, corporate and capital market litigation and also in litigation involving public authorities, fiscal, administrative, competition and city planning trials.

Starting with 2010, he specialized himself in fiscal litigation. He was involved in major fiscal files which created precedent and determined changes of the fiscal legislation. Ionut is also the author of numerous articles related to fiscal litigation.

Dumitru Dobrev, Partner, Head of the Civil Disputes Resolution Department

Dumitru has significant experience in private litigation, administrative trials, national and international arbitrage, practicing: property restitution litigation, environment law and city planning, FIDIC regulation, as well as the insolvency matters (as an authorized trustee in bankruptcy since 2006). He is also specialized in intellectual and industrial property, being IP counselor since 2006. Dumitru has obtained a PhD degree from The Institute “Andrei Rădulescu” of the Romanian Accademy,and a LLM degree from the Franco‑Romanian Institute of Internațional Business Law “Nicolae Titulescu ‑ Henri Capitant”, Universitatea Bucureşti ‑ Universite Paris I Pantheon Sorbonne, 1999‑2000.

Andrada Ples, Manager of the Tax Consultancy Department

She has a bachelor's degree both in the economic field and in communication.

From 2012 she is a member of the Romanian Chamber of Fiscal Consultants. Andrada has an experience of 11 years in the field of tax consultancy.

The areas of her expertise include direct taxation, international taxation, taxation of individuals and value added tax.

The projects she is mainly envolved include the assistance regarding reorganization processes, drafting fiscal opinions regarding various issues of companies, assistance during tax audits, evaluation of the tax position of companies, assistance regarding taxation of individuals.

Lelia Grigore, Manager within Fiscal Disputes Resolution Department

She is a graduate of the Faculty of Law ‑ University of Bucharest (2011) and, also, of the Fiscal law Master at the same University. She is litigation lawyer since 2011 with several practice areas: fiscal law, civil law, business law, city planning law and criminal law. Her specialisation is tax law, having an expertise which includes consulting, assisting the clients during tax inspections and also litigations in front of the fiscal ‑ administrative courts.

Dumitru Dobrev,

Partner, Head of the Civil Disputes Resolution Department

Andrada Ples,

Manager of the Tax Consultancy Department

Diana Vlasceanu, Senior Tax Lawyer

Diana is a senior tax lawyer, having double expertise: she is a graduate of both the Faculty of Law and Business Administration and Economics. She is specialized in a broad range of litigation matters such as fiscal, administrative and criminal law. Diana is additionally a knowledgeable practitioner of corporate, taxation and business law, providing advice to local and domestic investors on such matters.

Lelia Grigore,

Manager within Fiscal Disputes Resolution Department

Alexandra Barbaiani (Lungeanu), Senior Tax Consultant

Alexandra is a senior tax consultant, having double expertise: law and economics; also, from 2019 she is a member of the Romanian Chamber of Fiscal Consultants. Alexandra provides consultancy in the field of taxation (especially regarding corporate taxation and taxation of individuals), offers assistance in the fiscal inspections of legal entities, but also in the case of the controls of the big assets and the verification of the personal fiscal situation. Also, Alexandra is involved in projects regarding the review and audit of the corporate tax position, in fiscal due diligence and international restructuring projects.

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Diana Vlasceanu, Senior Tax Lawyer

Alexandra Barbaiani (Lungeanu), Senior Tax Consultant

Mihai Guia,

Managing Partner

Cristian Guia,

Partner

EVERSHEDS SUTHERLAND ROMANIA Address: 145 Calea Victoriei,

Victoria Center, 9th Floor, 1st District, Bucharest, Romania Website: www.eversheds.com Email: office@eversheds.ro Phone: +40 21 311 25 61 Number of lawyers in the firm: 28 Number of local partners: 4 Most representative clients: ZF Friedrichschaften, Unilever Group, Agrana Group, AON Romania, Microsoft, NEPI Rockcastle, Primavera Development, Volvo Romania, Vodafone Romania, Telekom Romania.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Mihai Guia, Managing Partner Sorin Susnea,

Partner

Mihai Guia is the co‑Managing Partner of Eversheds Sutherland Romania.

He serves as the Head of Corporate and M&A department. In this role, he is responsible for all aspects of the company’s M&A activities and overseas investor relations. Mihai has over 15 years of experience; he has acted and advised clients in complex M&A transactions, including undertaking detailed due diligence investigations, drafting and negotiating share purchase, joint ventures, asset sales. Mihai is also specialized in franchising, competition and antitrust law, offering legal advise to local and international clients in various merger clearance cases, sector investigations.

Cristian Lina, Managing Partner

Cristian Lina is the co‑Managing Partner of Eversheds Sutherland Romania, and he, also, heads the firm’s Banking & Finance Energy and TMT practices.

Cristian has strong knowledge of the regulatory framework and legal practices of the energy sector in Romania. He has advised national and international clients in the electricity and natural gas field with various regulatory and compliance matters. Cristian has also been involved in the drafting of the privatisation strategy for the Romanian electricity sector, and in a large number of transactions involving privatisations, joint ventures, rehabilitations or financings in the energy sector.

Cristian Guia, Partner

Cristian is a Partner with Eversheds Sutherland Romania and Head of the Real Estate and Construction practice, coordinating the team in sophisticated real estate related projects. Cristian frequently advises clients on the structuring, financing and management of real estate transactions. His team offers extensive experience in all aspects of real estate law acting for investors, developers, tenants and borrowers on a broad range of (cross‑border) transactions with an emphasis on real estate acquisitions, commercial lease agreements, construction law (including FIDIC regulated agreements), real estate finance and due diligence reviews.

Sorin Susnea, Partner

Sorin is the Head of the Dispute Resolution & Arbitration practice and Partner of Eversheds Sutherland Romania. He has extensive experience in various types of disputes, including, civil, commercial, insolvency and administrative cases. Specialized litigator, Sorin has been a trial lawyer in Romania for more than 17 years, acting for both domestic and international clients, proving fantastic client care and a great combination of detail legal knowledge and good commercial judgement.

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FILIP & COMPANY Address: 2 Gara Herastrau Street,

Equilibrium Building, 11th Floor, 2nd District, Bucharest, RO‑020334, Romania Website: www.filipandcompany.com Email: office@filipandcompany.com Contact person: Adelina Bortan, adelina.bortan@filipandcompany.com Number of lawyers in the firm: 70 Number of local partners: 10

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Cristina Filip, Managing Partner

Cristina has a broad expertise in M&A transactions and corporate matters, representing clients in complex high‑profile deals, multi‑lawyered partnerships and large restructurings across various sectors, including financial services, energy and natural resources, media and automotive.

Energy is a key area for which Cristina is recognised as leading legal expert.

Alexandru Birsan, Partner, Head of Corporate and M&A Department

Alex’s main areas of focus are mergers and acquisitions (including private equity transactions) and capital markets. His background includes diverse experience in other areas such as privatisations, telecommunications and IT, real‑estate, project financing, energy and banking. Previously Alex has worked for seven years in the Bucharest, London and Paris offices of a Magic Circle firm and has acted on projects in a large number of jurisdictions in CEE, CIS as well as Western Europe.

Alexandra Manciulea, Partner

Alexandra has advised clients in complex multijurisdictional finance transactions, restructuring deals, banking regulatory matters, as well as in high profile acquisitions carried out in the financial sector and some of the most significant transactions related to sale of performing and non‑performing loan portfolios.

Before joining Filip & Company, Alexandra has worked in the Bucharest office of a Magic Circle law firm.

Catalin Suliman, Partner, Head of Competition Practice

Catalin heads the Competition Practice of Filip & Company. Catalin is providing the entire spectrum of day‑to‑day advice on competition matters, overseeing competition trainings and mock dawn raids. Prominent competition‑related matters include assisting a leading oil and gas group in EU and local cases, leading IT company in a complex bid‑rigging case, as well as assisting one of the largest telecom operators in several investigations, some finalized with the application of the first commitments procedure in the telecom sector. Catalin has also been involved in competition proceedings in other industries.

Catalin Alexandru, Partner, Head of Dispute Resolution

Catalin has brought together some of the brightest and dedicated legal minds to form the fastest‑growing Dispute Resolution practice in Romania. He coordinates a number of mandates with the potential to open up new markets and trade routes for Romanian undertakings.

Cristina Filip, Managing Partner

Alexandru Birsan,

Partner, Head of Corporate and M&A Department

Alina Stancu Birsan, Partner, Head of Finance & Banking Department

Alexandra M anciulea,

Partner

Catalin Suliman,

Alina Stancu Birsan, Partner, Head of Finance & Banking Department

Partner, Head of Competition Practice

Alina heads the Finance department and the Energy and Projects practice of Filip & Company. She advises sponsors, lenders, equity investors, lenders and contractors on a wide range of matters (including financing transactions, acquisitions and mergers, joint ventures, regulatory, structuring and contractual matters). Her experience covers sectors such as financial services energy and infrastructure, where she advised on some of the most noteworthy deals in the sector.

Catalin Alexandru,

Partner, Head of Dispute Resolution

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Ioan Dumitrascu,

Partner, Head of Commercial Department

Ioana Roman, Partner, Head of Real Estate Department

Ioan Dumitrascu, Partner, Head of Commercial Department

Ioan Dumitrascu coordinates the Commercial Department in Filip & Company. His main specialisations are Employment law, Corporate/M&A and commercial contracts. He gained also extensive experience in private equity deals, restructuring and insolvency and public procurement.

Ioan has assisted clients concluding successful deals in automotives, energy, retail,food&consumer goods,pharma,telecom,financial services or IT.

Ioana Roman, Partner, Head of Real Estate Department

Eliza Baias,

Partner

Ioana’s main specializations are real estate, projects & infrastructure and public procurement. Her expertise includes structuring of complex transactions from acquisitions to exits, development and financing of real estate projects, leasing, private‑public partnership in real estate projects, infrastructure projects, health and safety regulations, as well as various regulatory matters related to development of real estate and wind farm projects.

R aluca Puscas,

Partner

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Eliza Baias, Partner

Eliza’s main practice areas are corporate and M&A, capital markets and banking.

Eliza has advised on corporate, financing and regulatory matters on some of the most complex transactions on the Romanian market in recent years.

Raluca Puscas, Partner

Raluca’s main practice areas are banking & finance and commercial. Her area of expertise includes complex projects such as the authorization of banks and financial/payment institutions, insurance and pension funds regulatory advice, restructuring and transfer of business projects. In addition, Raluca has provided legal advice to the clients in projects related to data protection, consumer protection, intellectual property, media & telecom and competition.

GRUIA DUFAUT LAW OFFICE Address: 28, Hristo Botev, 3rd

District, Bucharest, Romania Website: www.gruiadufaut.com Email: bucarest@gruiadufaut.com, paris@gruiadufaut.com Phone: +40 21 305 57 57 Fax: +40 21 305 57 58 Contact person: Argentina Traicu, PR & Communications, bucarest@gruiadufaut. com Number of lawyers in the firm: 13 Number of local partners: 4 Most representative clients: Colas, FM Logistic, Orange, Total, Soufflet.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Dana Gruia Dufaut, Managing Partner and Founder

Dana Gruia Dufaut, member of the Paris and Bucharest Bar Associations, has been active on the Romanian market since 1991. She is one of the pioneers of the business legal practice in Romania and, for the last 29 years, she has been assisting many foreign companies in privatization operations, corporate and asset transactions, jointventure transactions, PPPs, Greenfield investments etc., proving extensive expertise in legal practice of commercial and corporate law.

Loredana Van de Waart, Partner

Loredana Van de Waart has over 19 years of experience in business law, namely in M&A, commercial and corporate law, real estate, competition law, public procurement and PPPs. Head of the Consultancy Department, she has been coordinating several teams of specialized lawyers in successfully accomplishing complex transactions. She has successfully assisted and represented many international companies in public procurement procedures and in administrative proceedings relating thereto, in various fields (infrastructure, telecom, civil constructions, water treatment plants, Retail etc.).

Cristina Bojica, Partner

Cristina Bojica has over 19 years of experience in the legal profession and she represents the Law Office’s clients before all courts, including the HCCJ and arbitration courts. Head of the Litigations Department, she coordinates the teams of specialized lawyers in order to successfully represent clients before all courts. Her expertise in this area particularly comprises client representation in civil, commercial, administrative and tax proceedings. She also has an extensive practice in company and real estate acquisitions, particularly in structuring of transactions, drafting legal due diligence reports and all types of transactional documents.

Dana Gruia Dufaut, Managing Partner And Founder

Loredana van de Waart, Partner

Teodora Kolestis, Partner

Teodora Koletsis has over 14 years of expertise in litigations, real-estate law.

She represents our clients’ interests before all courts, in commercial, civil, administrative and tax proceedings, as well as before arbitration courts and European institutions. As a pleading lawyer, she successfully represented numerous companies in court, in commercial, civil, administrative and tax litigations. Teodora KOLETSIS also has a wide experience as a legal advisor, accompanying clients in various commercial transactions, foreign investments in Romania or drafting legal opinions and due diligence reports on legal matters of general interest.

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Cristina Bojica,

Partner

Teodora Kolestis, Partner

R adu Ionescu,

Partner

Albert-George Ionescu,

Managing Partner

IONESCU SI SAVA Address: 24 Paleologu Street, 3rd

District, Bucharest, RO‑030552, Romania Website: www.ionescusava.ro Email: office@ionescusava.ro Phone: +40 21 314 02 54 Contact person: Radu Ionescu, radu@ ionescusava.ro Number of lawyers in the firm: 29 Number of local partners: 5

Most representative clients:

Mercedes‑Benz Romania, Mercedes‑Benz Leasing IFN, Banca Comerciala Romana, BCR Leasing IFN, BCR Banca pentru Locuinte, Tiriac Leasing IFN, Romstal Imex, Autoklass Center, Star Assembly, Star Transmission.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Otilia Sava,

Founding Partner

Radu Ionescu, Partner

Radu is a partner of Ionescu si Sava and co‑ordinates our corporate and commercial advisory practice. A law‑school and business school graduate, Radu specializes in M&A, competition, banking, finance and tax law. He has been part of high‑profile transactions and has also acted as main counsel in several competition matters.

Alina Neagu,

Partner

Albert‑George Ionescu, Managing Partner

George is the managing partner of Ionescu si Sava. He co‑ordinates our Dispute Resolution practice, having a broad experience in all aspects of litigation and dispute resolution, including mediation and arbitration.

George has successfully represented top‑tier multinational companies in commercial and civil litigation, both in statutory and arbitration courts.

Otilia Sava, Founding Partner

Otilia is a founding partner of Ionescu si Sava and the leader of family law, media and IP practices of our firm. Otilia has acquired significant experience in private client litigation, as well as in any matters related to the business pursuits and private legal matters of individuals.

Alina Neagu, Partner

Alina is a partner of Ionescu si Sava. She has successfully represented corporate clients in complex collective bargaining, as well as in negotiations with unions and employee representatives.

Additionally, her experience includes assisting the clients in complex commercial and civil litigation matters, particularly in real‑estate and construction law litigation.

Alina Nica, Partner

Alina is a partner of Ionescu si Sava. She co‑ordinates our litigation and arbitration team and has acquired valuable experience in labor and commercial litigation. Alina has advised in several important and lengthy cases related to construction law, real‑estate disputes, as well as in employment disputes.

Alina Nica,

Partner

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KINSTELLAR Address: 8 ‑ 10 Nicolae Iorga Street,

1st District, Bucharest, RO‑010434, Romania Website: www.kinstellar.com Email: mariana.nistor@kinstellar.com Phone: +40 21 307 15 00 Contact person: Mariana Nistor, mariana.nistor@kinstellar.com, +40 21 307 15 20 Number of lawyers in the firm: 27 Number of local partners: 4 Most representative clients: Liberty Steel, Brisegroup, Met Group, EBRD, Logicor, Lion’s Head Investments, Penta Investments Group, China Three Gorges, Biogen Inc, Fujitsu Technologies.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Razvan Popa, Partner, Head of M&A Practice

Razvan Popa is a Partner in the Bucharest office and the Head of the Romanian M&A practice, as well as co‑head of the firm‑wide Private Equity sector. He has extensive experience in dealing with drafting, reviewing and mediating joint venture agreements, mergers and acquisitions, restructuring, disinvestments and transfer of business projects, as well as sale and purchases of shares. Răzvan has also advised on a great roaster of mandates in many industry sectors.

Victor Constantinescu, Managing Partner, Co‑Head of the Firm‑Wide real Estate Sector Victor Constantinescu is the Managing Partner of our Bucharest office and the co‑head of the firm‑wide real estate sector, with a primary focus on the Romanian and SEE markets. Victor focuses on all aspects of real estate transactions in Romania and other countries in the region for a range of international investment funds and local developers. He is specialized in joint ventures for commercial property development, his experience extending to development, asset, and property management matters as well as acquisitions and exits.

Bogdan Bibicu, Partner, Head of Banking & Finance, Capital Markets, CRSI

Bogdan Bibicu is a Partner in the Bucharest office and the Head of the Banking, Finance & Capital Markets and Risk & Compliance practices. Bogdan’s expertise includes advising local and international financial institutions as well as non‑financial institutions and investment funds or other sponsors. He gained experience in structuring and conducting internal investigations as well as advising from a local compliance and white‑collar criminal standpoint.

After setting up the Projects and PPP practice, Bogdan advised leading players in all aspects of tendering processes.

Iustinian Captariu, Partner and Head of Energy and Natural Resources and Competition practices

Iustinian Captariu is a Partner and the head of the local Competition and Energy & Natural Resources practices.

He has more than 12 years of experience in advising clients on all aspects of energy law, including energy M&A, joint‑ventures, reorganisations, licensing and regulatory matters, trading related issues, or public procurement procedures involving energy companies. He has also been acting for large companies on the whole spectrum of competition law matters, including cartels, dawn raids, abuse of dominant position, merger notifications etc.

Remus Codreanu, Partner, Dispute Resolution, Public Procurement, Employment

Remus Codreanu is a Partner in Kinstellar’s Bucharest office, specialised in White Collar Crime and Dispute Resolution practices. Remus has a broad experience in advising and representing Romanian and international companies on various areas such as: litigation & arbitration (he advised and represented Romanian and international companies in more than 600 litigation and arbitration cases), employment, public and administrative law (especially public procurement), intellectual property law (especially, copyright’s law), insolvencies, competition, state aid, media law, commercial and intellectual property law contracts.

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R azvan Popa,

Partner, Head of M&A Practice

Victor Constantinescu,

Managing Partner, Co-Head of the Firm-Wide real Estate Sector

Bogdan Bibicu,

Partner, Head of Banking & Finance, Capital Markets, CRSI

Iustinian Captariu,

Partner and Head of Energy and Natural Resources and Competition practices

Remus Codreanu,

Partner, Dispute Resolution, Public Procurement, Employment

L aura Toncescu,

Partner KPMG, Head of KPMG Legal

Vlad Peligrad,

Managing Partner

Catalin Oroviceanu,

Managing Partner

Nicoleta Mihai,

Managing Partner

Sebastian Olteanu,

Managing Partner

TONCESCU SI ASOCIATII SPRL (KPMG LEGAL) Address: 69‑71 DN1 Bucharest

Ploiesti Road, Victoria Business Park, 1st District, Bucharest, RO‑013685, Romania Website: www.kpmglegal.ro Email: office@kpmglegal.ro Phone: +40 372 377 800 Contact person: Laura Toncescu, ltoncescu@kpmg.com Number of lawyers in the firm: 28 Number of local partners: 5

Most representative clients:

Banca Comerciala Romana, EOS Group Companies (Credit Funding BL DAC, EOS KSI Romania, EOS Investments GmbH), Porsche Finance Group, Provident Financial Romania IFN, Fata Asigurari, Zarea, GetBack Recovery, Heidi Chocolat, Intrarom, Vard Tulcea.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Laura Toncescu, Partner KPMG, Head of KPMG Legal Practice Area: Banking & Finance, Capital Markets, Corporate and M&A, Data Privacy

Laura has over twenty years of experience in legal services, of which more than half have been mainly dedicated to the financial services (FS) sector. Laura possesses detailed knowledge of banking and finance law, Fintech regulatory issues, consumer protection, data protection, corporate, civil and labor law.

Vlad Peligrad, Managing Partner Practice Area: Litigation, Dispute Resolution

Vlad Peligrad, has more than 18 years of legal practice. Vlad is an arbitrator at the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania and at the Bucharest International Arbitration Court (BIAC) and has broad experience and knowledge of litigation & arbitration, insolvency procedures, fraud investigations and crisis management.

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Catalin Oroviceanu, Managing Partner Practice Area: Corporate and M&A

Catalin has been involved in numerous M&A transactions, representing buyers and sellers alike throughout the entire transaction process, starting with due diligence processes and continuing with the negotiation and closing of sale‑purchase agreements, joint venture/ shareholder agreements, management agreements and any other transaction related documentation. He has also carried out complex restructuring processes (mergers and spin‑offs) for both high‑profile and local investors.

Nicoleta Mihai, Managing Partner Practice Area: Dispute Resolution, Insolvency and Re‑structuring

Nicoleta is a well‑known expert with 19 years of experience in management of complex large‑scale insolvency and recovery projects, in civil law and in litigation. She has a special focus on the financial services industry. Nicoleta also leads the Dispute Resolution department in the firm and represents clients in all courts.

Sebastian Olteanu, Managing Partner Practice Area: Financial Services, Corporate and M&A

Sebastian has more than 13 years of experience in financial services, out of his 16 years practicing law. Sebastian advises the full range of financial services (FS) providers. He has extensive knowledge of FS regulation and business models. Sebastian has successfully advised large multinational clients in FS transactions, including legal assistance to a leading debt collection company, in the acquisition of an NPL portfolio and of an entire debt collection Romanian platform, transactions for disposal of NPLs, acquisitions of companies acting in the financial sector and of financial assets.

Cristiana Fernbach, Partner Practice Area: Technology, IP and Data Privacy

Cristiana is a pragmatic commercial lawyer, with over sixteen years of experience in legal services, specialized in technology law, digital media and privacy law. Her expertise spans all sectors, with focus on TMT, financial services, advertising, pharma and retail sectors.

Gunay Duagi, Managing Associate Practice Area: Financial Services and Capital Markets

Cristina has practiced for over 13 years. She has extensive experience and in‑depth expertise in banking and finance law. She has advised local and international banks, non‑banking financial institutions, investment funds and insurers as well as financial industry associations.

Gunay has over 12 years of experience in Financial Services. His practice focuses on: setting‑up, authorisations and licensing, consumer protection and regulatory issues for credit institutions and non‑banking financial institutions as well as listing of issuers on Romanian and international capital markets.

Over the last three years, Gunay has successfully assisted innovative foreign fintech companies providing online lending platforms in complex authorisation projects to become licensed as non‑banking financial institutions.

Gunay also specializes in M&A and restructuring mandates for financial institutions in Romania as well as Share Option Plans, Squeeze‑out, Cash‑Pooling and assistance on MiFID II and Market Abuse projects.

Alexandru Moise, Senior Managing Associate Practice Area: Financial Services

Anda Tufan, Managing Associate Practice Area: Corporate and M&A

Cristina Alina Rosu, Senior Managing Associate Practice Area: Banking & Finance, Real & Construction

With more than 13 years of experience advising on numerous projects involving the authorization, operation and activities of banks, payment institutions, insurers and other financial institutions. Alexandru also specializes in data protection and is involved in the implementation of GDPR in several financial institutions.

With 8 years of experience, specialized in Corporate and M&A law, Anda has acted in some of the largest business transfers in recent years. She is regularly involved in group restructurings and regulatory advisory across various industries including: Retail, Aviation, FMCG, Automotive, Construction, Telecom, e‑Commerce.

Cristiana Fernbach,

Partner KPMG Legal

Cristina Alina Rosu, Senior Managing Associate

Alexandru Moise, Senior Managing Associate

Irina Stanica, Managing Associate

Irina Stanica, Managing Associate Practice Area: M&A, Employment

Irina has over 17 years of experience and has assisted a wide range of companies in all areas of Employment law, including structuring of lay off procedures, safeguarding of employees' rights in the event of transfers of undertakings (TUPE), disciplinary actions and terminations, structuring of management agreements, compliance investigations, compensation and benefits schemes, works councils and trade unions. Irina has also relevant experience in Corporate and Commercial matters

Gunay Duagi, Managing Associate

Anda Tufan, Managing Associate

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Paul Lospa, Founder

Livia DianuBuja, Associate

LOSPA LAWYERS Address: 36 Paris Street, 1st Floor,

1st District, Bucharest, RO‑011814, Romania Website: www.lospa.ro Email: office@lospa.ro Phone: +40 31 069 98 91 Fax: +40 31 069 98 92 Contact person: Paul Lospa, Founder Number of lawyers in the firm: 5 Number of local partners: 1

Most representative clients:

Worwag Pharma Romania, Danya Cebus Rom, Bozankaya Otomotiv, Max Junior Project Romania, Co.Edi.Sol Italia, The Office Design & Build Romania, Sara Buzau, Mondotrips Romania.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Alexandra Iliescu, Associate

Elena Costescu, Associate

Paul Lospa, Founder

Paul is the founder of Lospa Lawyers and also a certified insolvency practitioner and coordinator of Lospa Insolvency, a separate specialist insolvency unit. He is an experienced trial lawyer and business litigator. He has represented corporations and individuals for over 8 years in a wide variety of litigation matters. Paul also lends advisory services to clients on corporate law issues and contracts, collateral and general corporate law issues – with a business‑oriented, proactive and pragmatic focus.

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Livia Dianu‑Buja, Associate

Livia is well‑versed with all aspects of corporate/commercial matters and works primarily on plaintiff personal injury and medical negligence files involving complex disputes. She assists with all aspects of file handling including fact collection, documentary disclosure, legal research, preparation of various legal documents and pleadings, legal analysis, as well as trial preparation.

Alexandra Iliescu, Associate

Alexandra is specialised in dispute resolution and assists in all stages of a dispute – from the early case assessments and claim letters to settlement negotiations and court proceedings. She brings significant experience to every case, including managing discovery, taking and defending depositions, drafting and arguing motions, and preparing for trial. She is creative, responsive, and meticulous, allowing her to achieve successful outcomes for our clients.

Elena Costescu, Associate

Elena is responsible for the preparation of a broad range of corporate/commercial documentation from incorporations and share transactions to a wide variety of corporate reorganizations. She is also well‑versed with the management of all case databases, due diligence preliminary matters relating to various transactions and litigation support

MARKO & UDREA Address: 10 General Gheorghe Manu

Street, 1st Floor, 1st Districr, Bucharest, RO‑010445, Romania Website: www.marko‑udrea.ro Email: office@marko‑udrea.ro Contact person: Eszter Marko, eszter. marko@marko‑udrea.ro Number of lawyers in the firm: 9 Number of local partners: 4

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Adela Udrea, Partner

Adela is specialized in real estate and construction law, with focus on retail centers. Her expertise includes assistance on M&A, mineral resources and transport law. During her career of 20 years, Mrs. Udrea participated also in major privatization projects from the banking and natural resources fields.

Gabriel Udrea, Partner

Gabriel is specialized in real estate, employment, commercial litigation and arbitration. During his 19 years of practice as attorney‑at‑law Mr. Udrea has been involved in major Real Estate projects, consumer protection issues in the banking field, as well as distribution projects regarding agricultural and chemical products.

David Oprea, Partner

David is specialized in Banking/Finance/ Capital Markets and Competition.

David has a Master degree ‑ Pantheon ‑ Assas University and attends an LLM with King’s College London. David participates regularly in Vienna/Hong Kong in the “Willem C. Vis Moot Court Competition” as arbitrator/co‑coach of the University of Bucharest team.

Eszter Marko, Partner

Eszter is specialized in real estate, employment, advertising, food law and personal data protection law matters, offering also consultancy to clients on „business as usual” issues. Eszter is weirdly interested in business metrics, technology and brand strategies, and speaks Hungarian, English, German and a pinch of French (Russian upcoming).

Adela Udrea,

Partner

Gabriel Udrea, Partner

David Oprea, Partner

Eszter M arko, Partner

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Gelu M aravela,

Founding Partner

Alina Popescu,

Founding Partner

MPR PARTNERS | MARAVELA, POPESCU & ROMAN Address: 6A Barbu Delavrancea Street, Building C, Ground Floor, 1st District, Bucharest, RO‑011355, Romania Website: www.mprpartners.com Email: office@mprpartners.com Phone: +40 21 310 17 17 Contact person: Olivia Popescu, olivia.popescu@mprpartners.com Number of lawyers in the firm: 20 Number of local partners: 6 Most representative clients: Air France/KLM, Romanian Ministry of Public Finance, Chimcomplex, Betty Ice, Interparking (Alpha Parking), Nordic Petfood, Nederlandse MKB Participatiemaatschappij Holding B.V., B Braun Avitum, Trico, Mango.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ioan Roman,

Founding Partner

Dana R adulescu,

Partner

Gelu Maravela, Founding Partner Practice Area: Corporate/ M&A, PPP, Tax, TMT, Energy & Natural resources, Regulatory, White collar crime

Gelu has been at the forefront of some of the largest transactions and projects unfolded within the Romanian jurisdiction, being repeatedly noted and acknowledged for his achievements. He was previously equity partner with another top tier business law firm. Education: LL.M, Warwick University, UK (2000); High Institute for Magistrates, Bucharest (1996); LL.B, Bucharest University Law School (1995).

Alina Popescu, Founding Partner Practice Area: Competition, Corporate/M&A, TMT, Regulatory, Arbitration Alexandra Rimbu, Partner

Felix Tapai, Tax Partner

A former partner with another top tier business law firm, Alina has been at the forefront of some of the largest projects and transactions as well as of some of the most significant commercial and investment arbitrations involving Romanian counsels.

Education: LL.M in European Union Law, Montesquieu Bordeaux IV University (2004); LL.B, Bucharest University Law School (2003).

Ioan Roman, Founding Partner Practice Area: Litigation, Arbitration, ADR, White collar crime

Ioan acted as a prime litigator in reputed international and Romanian law firms. He has successfully provided representation in complex commercial litigation cases including high profile bankruptcy proceedings, administrative disputes,

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employment disputes, enforcement procedures and litigation matters related to public procurement. In addition to his court experience, Ioan holds an extensive arbitration expertise. Education: LL.B, Bucharest University Law School (2007).

Dana Radulescu, Partner Practice Area: Corporate/ M&A, Restructuring & Insolvency, Banking & Finance, Regulatory & Compliance

Dana represented major clients acting in a diverse range of industries with regard to intricate legal matters stemming investments & divestiture projects, including as regards deal structuring, as well as from various business restructuring projects, transfers of business and assets as part of complex reorganization plans.

Dana is particularly skilled in banking and finance M&A and corporate matters as well as M&A related financing and capital market matters. Education: LL.B., European Law (Maîtrise en Droit Européen), Universite Paris I Pantheon‑Sorbonne (2001); LL.B, Bucharest University Law School (2000).

Alexandra Rimbu, Partner Practice Area: Employment, Real estate, Construction & Infrastructure, PPP, Dispute resolution

Alexandra is former counsel with major international law firms and sound local business law firms. She is an experienced attorney, assisting top international corporations and investors in numerous industries. Besides her core expertise, Alexandra equally acts as lead counsel in a variety of corporate/M&A, commercial, contract law as well as competition and IP matters. Education: LL.B, Bucharest University Law School (2008)

Felix Tapai, Tax Partner Practice Area: Tax advisory

Felix has sound expertise in the finance and tax advisory sectors, his broad experience ranging from financial audit, consultancy and compliance to the design and implementation of efficient tax structures. He has successfully assisted large Romanian corporations and the State Fiscal Administration as well as foreign NYSE listed development services groups and financial services companies, etc. Education: Bachelor in Finance, Accounting, Banks and Stock Exchange, Transylvania University (2000); Certified Tax Consultant ‑ Ministry of Finance (2007).

MITEL & ASOCIATII Address: 143 Calea Grivitei, 1st

District, Bucharest, RO‑010741, Romania Website: www.mitelpartners.ro Email: office@mitelpartners.ro Contact person: Sorin Mitel, sorin. mitel@mitelpartners.ro

Number of lawyers in the firm: 25 Number of local partners: 5 Most representative clients: Airbus Helicopters, Arabesque, Adama, Immofinanz Services Romania, Mezzanine Capital Partners GP Limited, Rewe Group, Lear Corporation, Sand Hill Petroleum Romania, Stericycle Romania, Unicredit Services.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Sorin Mitel, Senior Partner and Founder Practice Area: Mergers & Acquisitions; PPP, PFI and Infrastructure Projects; Energy, Natural Resources & Utilities; Employment & Pensions and Real Estates & Constructions.

Education: 1993‑1997: University of Bucharest ‑ Faculty of Law; 1987‑1992: Polytechnics University of Bucharest.

Professional background: 2003‑present: Senior Partner at Mitel & Asociatii; 1999‑2003: Partner at Musat & Asociatii; 1997‑1999: Associate at Musat & Asociatii.

Madalina Paisa, Partner Practice area: Corporate & Commercial; Mergers & Acquisitions; Venture Capital; Banking & Finance; Employment & Pensions; Energy, Data Protection, Natural Resources & Utilities.

Magda Dima, Partner Practice area: Representation of Romanian and foreign companies, both in front of pre‑litigious negotiations and of Courts of Law and Arbitration Courts.

Education: 1999‑2002: National School of the Political Studies and Public Administration, Faculty of Communication and Public Relations; 1995‑1999: Hyperion University ‑ Faculty of Law. Professional background: 2009‑present: Partner at Mitel & Asociatii; 2007‑2008: Senior Associate at Mitel & Asociatii; 2004‑2006: Associate at Mitel & Asociatii.

Serban Suchea, Partner Practice area: Corporate & Commercial; Mergers & Acquisitions; Employment; Competition and Data Protection.

Sorin Mitel,

Senior Partner and Founder

M adalina Paisa, Partner

M agda Dima,

Partner

Education: 2001‑2005: University of Bucharest ‑ Faculty of Law. Professional background: 2016‑present: Partner at Mitel & Asociatii; 2015‑2016: Counsel at Mitel & Asociatii; 2009‑2015: Senior Associate at Mitel & Asociatii; 2006‑2009: Associate at Mitel & Asociatii.

Ioana Negrea, Partner Practice area: Real Estate, Constructions & Environment.

Serban Suchea, Partner

Education: 2003‑2007: University of Bucharest ‑ Faculty of Law. Professional background: 2018‑present: Partner at Mitel & Asociatii; 2016‑2018: Counsel at Mitel & Asociatii; 2010‑2016: Senior Associate at Mitel & Asociatii; 2007‑2010: Associate at Mitel & Asociatii.

Ioana Negrea,

Partner

Education: 1996‑2000: University of Bucharest ‑ Faculty of Law; University of Paris I Pantheon Sorbonne. Professional background: 2006‑present: Partner at Mitel & Asociatii; 2003‑2005: Senior Associate at Mitel & Asociatii; 2000‑2003: Associate at Musat & Asociatii.

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Gheorghe Musat, Managing

Partner

Gheorghe Buta,

Senior Partner

MUSAT & ASOCIATII Address: 43 Aviatorilor Blvd, 1st

District, RO‑011853, Bucharest, Romania Website: www.musat.ro Email: general@musat.ro Phone: +40 21 202 59 00, +40 31 423 29 00 Contact person: Adriana Firoiu, adriana.firou@musat.ro, +40 21 202 59 00

Number of lawyers in the firm: 100+

Number of local partners: 15 Most representative clients: Engie Group, Electrolux, Electromagnetica, Damen, KMG international, Leoni Group, Amazon (US), Monsanto.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Paul George Buta, Deputy

Managing Partner

Iulian Popescu,

Deputy Managing Partner

Gheorghe Musat, Managing Partner Practice Area: Mergers & Acquisitions/Privatisation, Banking/Finance & Capital Markets, Real Estate & Construction, Corporate & Commercial Law, Dispute Resolution, Criminal Law & Corporate Crime

Gheorghe Musat is one of the ‘market builders’ of the business law practice in Romania, being involved as team leader in a variety of high‑profile merger and acquisition transactions, as well as in most of the major privatization deals in Romania, acting either on the side of the Romanian Government or on the private buyers’ side, most of them multinational corporations or large local companies.

Gheorghe Buta, Senior Partner Practice Area: Dispute Resolution, Criminal Law & Corporate Crime, Corporate & Commercial Law Dr. Gheorghe Buta, heads the Litigation & Arbitration practice, being one of the most best‑known and respected experts in commercial, civil and criminal disputes in Romania. In his outstanding judicial career spanning over three decades, Mr Buta has gathered extensive trial experience, first as prosecutor, then as judge in courts of all levels, including with the High Court of Cassation and Justice for 6 years. In addition, he held the position of Chairman of Bistrita Nasaud Tribunal and of Cluj Court of Appeal, and towards the end of his career as magistrate, he was President of the High Court of Cassation and Justice ‑ Commercial Division.

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Paul George Buta, Deputy Managing Partner Practice Area: Healthcare/ Pharma & Intellectual Property, Mergers & Acquisitions/ Privatisation, Competition & EU Law, Dispute Resolution

Paul Buta, Ph. D. in Intellectual Property Law and Assistant Professor with the “Nicolae Titulescu” Faculty of Law, has over 12 years experience in the field and has specialized in intellectual property law, competition law and civil and commercial litigation. His involvement has mainly been in complex projects involving both assistance and representation of a significant portfolio of international clients (mainly foreign investors and multinationals) on issues pertaining to intellectual property law, competition law as well as related dispute resolution proceedings.

Iulian Popescu, Deputy Managing Partner Practice Area: Telecoms, IT & Data Protection, Mergers & Acquisitions/Privatisation, Public Procurement & PPP/ Infrastructure, Corporate & Commercial Law, Shipping, Aviation & Transport Law, Dispute Resolution

Iulian Popescu is an experienced practitioner in Corporate & Commercial matters, with a focus on public and private mergers & acquisitions, corporate finance, disposals, joint‑ventures and negotiation of various commercial contracts. He distinguished himself as an experienced and dynamic lawyer being involved in advising a significant portfolio of clients from sectors such as energy, constructions, pharma or telecom on all aspects of their businesses.

Razvan Stoicescu, Deputy Managing Partner Practice Area: Mergers & Acquisitions/Privatisation, Banking/Finance & Capital Markets, Energy & Natural Resources, Corporate & Commercial Law, Restructuring & Insolvency/Bankruptcy

Razvan Stoicescu has been acting as a transactional lawyer for more than 15 years. During this time, Răzvan has been active in M&A and Privatizations, Banking & Finance and Capital Markets being involved in significant / representative deals for the local market. Razvan also advises financers, borrowers, underwriters, and issuers on domestic and international financings (acquisition finance, capitalizations, security taking and enforcement in Romania), capital markets offerings, structured products, derivatives, as well as the regulations of the financial & banking and capital markets fields.

Mona Musat, Partner Practice Area: Real Estate & Construction, Banking/Finance & Capital Markets, Mergers & Acquisitions/Privatisation, Corporate & Commercial Law

Mona Musat has a diverse legal background in corporate finance and commercial property practice, acting primarily for top domestic and foreign companies, including founders, developers, financiers and contractors, in relation to matters ranging from the acquisition and sale of real estate to corporate and private leases, complex development projects and implementation of large retail activities.

She specialises in the real estate & construction sectors, with an emphasis on private equity and finance matters.

Monia Dobrescu, Partner Practice Area: Banking/Finance & Capital Markets, Mergers & Acquisitions/Privatisation, Real Estate & Construction, Public Procurement & PPP/ Infrastructure, Corporate & Commercial Law

Monia Dobrescu is particularly qualified in Banking & Finance, her expertise spanning all aspects of general finance and banking law, contractual relationships, syndicated loans and compliance, with special focus on project finance transactions. She assisted major international players and leading financial groups in relation to various loan restructuring projects, financing and refinancing schemes, project and asset financing and securitization. Monia also achieved substantial experience in Real Estate & Construction, having been involved in a large number of high‑profile real estate projects and acting for landlords, tenants, lenders, developers, main contractors and various consultants.

Liviu Togan, Partner Practice Area: Criminal Law & Corporate Crime, Dispute Resolution, Corporate & Commercial Law

Liviu Togan specializes in Criminal Law and Dispute Resolution, having a practical professional experience of almost 20 years. Liviu represented various companies and individuals (especially businessmen and public figures) before criminal investigation authorities and Romanian courts at all levels, within complex legal proceedings relating to corruption offences, tax evasion, money laundering, creation of organized crime groups, as well as abuse of office, deceit etc.

Cosmin Libotean, Partner Practice Area: Dispute Resolution, Criminal Law & Corporate Crime, Corporate & Commercial Law, Restructuring & Insolvency/Bankruptcy

Cosmin Libotean is a long standing and well‑regarded practitioner, relying on a professional experience of more than 14 years. His area of expertise covers commercial litigation, administrative litigation as well as disputes relating to complex public procurements.

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R azvan Stoicescu,

Deputy Managing Partner

Mona Musat, Partner

Monia Dobrescu,

Partner

Liviu Togan, Partner

Cosmin Libotean, Partner

Mihai Popa,

Partner

R azvan Graure,

Partner

Mihai Popa, Partner Practice Area: Restructuring & Insolvency/Bankruptcy, Dispute Resolution, Corporate & Commercial Law, Labour & Employment

Mihai Popa joined Musat & Asociatii in 2005 and gathered remarkable expertise in assisting clients throughout all the steps of reorganization and insolvency, including judicial and voluntary reorganization, pre‑insolvency proceedings, bankruptcy and liquidation, asset recovery and/or negotiations with debtors and creditors.

Razvan Graure, Partner Practice Area: Taxation, Mergers & Acquisitions/ Privatisation, Restructuring & Insolvency/Bankruptcy Angela Porumb,

Partner

Nela Petrisor,

Partner

Pauna Neculae,

Partner

Elena Cirlig,

Partner

Razvan Graure has been working as a tax consultant for more than 13 years, previously for more than eight years in Big4 companies. He has gained a broad experience in VAT refunds, a wide range of tax advisory services, including tax planning and international efficiency tax structures, tax optimization, identifying potential tax risks and implementing fiscal risk minimization solutions. His experience covers a broad array of industries, such as FMCG, retail, automotive and energy.

Angela Porumb, Partner Practice Area: Dispute Resolution, Public Procurement & PPP/Infrastructure, Corporate & Commercial Law, Taxation Angela Porumb is a long standing and well‑reputed litigation practitioner, having over 20 years of extensive experience in civil and commercial disputes in front of Romanian Courts, at all levels. Angela is notable for her expertise in many complex cases, representing major multinational companies as well as private local companies acting in various sectors, such as real estate and construction, banking, energy and public utilities, in all types of disputes including commercial, fiscal and administrative litigations, as well as disputes regarding judiciary reorganization and bankruptcy proceedings.

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Nela Petrisor, Partner Practice Area: Dispute Resolution, Civil Law, Corporate & Commercial Law, Insolvency & Bankruptcy

Nela Petrisor is a highly regarded name in the legal field, having a professional experience of more than 27 years, of which, during the last 12 years she was a judge within the High Court of Cassation and Justice. Throughout her career with the High Court of Cassation and Justice, Ms. Petrișor has had several important positions, such as the one of member of the leading board of the High Court of Cassation and Justice. Ms. Petrisor was also the President of the Commercial Division within Bucharest Court of Appeal during 2001 ‑ 2006 and General Judicial Inspector during 1998‑2000.

Pauna Neculae, Partner Practice Area: Dispute Resolution, Labour & Employment, Family Law, Civil Law, Corporate & Commercial Law

Pauna Neculae has a remarkable professional career, with more than 25 years of legal experience. Throughout this time she gained an extensive experience, both as a judge with the Judicial Inspection ‑ Superior Council of Magistracy, Bucharest Court of Appeal and Court of Law of District, Bucharest, and also as an attorney, Mrs. Neculae assists and represents various local and international clients operating in the Automotive Field, Banks, Financial Services, Food Industry, Healthcare, Education, Insurances, Media and Pharma, and her experience as litigation attorney includes Civil & Commercial Law, Tax Law, Labour Law, Family Law, Enforcements.

Elena Cirlig, Partner Practice Area: Dispute Resolution, Civil Law, Administrative Law, Corporate & Commercial Law

Mrs. Elena Cirlig career begun as attorney with Brașov Bar, and afterwards as judge with Făgăraș Court of Law, with Alba‑Iulia Court of Appeal and then with Brașov Court of Appeal. Her magistrate career reached the highest point when she was appointed to the prestigious position of Judge Inspector with the Superior Council of Magistracy, and in 2010 she returned to the Bar and joined Musat & Asociatii team of lawyers.

NESTOR NESTOR DICULESCU KINGSTON PETERSEN Address: 201 Barbu Vacarescu Street, Globalworth Tower, 18th Floor, 2nd District, Bucharest, RO‑020276, Romania Website: www.nndkp.ro Email: office@nndkp.ro Phone: +40 21 201 12 00, +40 31 225 33 00 Fax: +40 21 201 12 10, +40 31 225 33 10 Contact person: Cristian Prevenda, cristian.prevenda@nndkp.ro

Adriana I. Gaspar, Senior Partner

Number of lawyers in the firm:

With a reputation of an elite business lawyer, Adriana I. Gaspar co‑heads the Corporate/M&A practice, specializing in structuring and pursuing cross‑border and domestic investments, complex debt and private equity arrangements. She has the breadth and depth of knowledge to provide advice in M&A transactions, corporate restructuring and large infrastructure projects.

Number of local partners: 29

Adina Chilim‑Dumitriu, Partner

130 (including partners)

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ion I. Nestor, Co‑Managing Partner

A founding partner of NNDKP and its Co‑Managing Partner, Ion I. Nestor has coordinated some of the most noteworthy cross‑border transactions in Romania, as well as sophisticated legislative projects.

Mr. Nestor continues to be recognized as a leading Romanian lawyer, which continues to bring invaluable experience to the firm’s activity, promoting a standard of professionalism that fits its discerning client base.

Manuela M. Nestor, Co‑Managing Partner

A founding partner of NNDKP and its Co‑Managing Partner Manuela M. Nestor heads the Banking, Finance and Capital Markets department of NNDKP. Mrs. Nestor has been advising extensively, in an impressive 40 years career, private and public domestic and international organizations, playing a major role in some of the most significant commercial transactions in Romania, including privatizations, mergers and acquisitions, financing, restructuring and divestitures.

Ana Diculescu‑Sova, Senior Partner

With an unparalleled litigation expertise and an impressive career with over 50,000 representations before national and international courts and arbitration panels, Ana Diculescu‑Sova is the Head of the firm's Dispute Resolution practice.

She successfully represented local and major multinational companies in a wide array of complex cases in areas including civil, commercial, competition and fiscal law.

Co‑head of the Corporate/M&A practice, Adina Chilim‑Dumitriu has vast experience in corporate restructuring, mergers, de‑mergers, cross‑border transactions in several industries, including highly regulated ones (IT/ telecom/media, defense etc). A leading lawyer in the public procurement field, she also advises large multinationals in complex public tender procedures. Her expertise also includes the natural gas field.

Ion I. Nestor, Co-Managing Partner

M anuela M. Nestor, CoManaging Partner

Ana DiculescuSova, Senior Partner

Alina Radu, Partner

Head of the Banking & Finance practice, Alina Radu has developed her expertise in a wide range of projects, including complex banking and finance projects, restructuring, real estate financing and banking M&A. She is highly experienced in assisting major financial institutions, sponsors and borrowers in domestic and cross‑border financing transactions.

Her expertise also covers restructuring of loans, sales and acquisitions of loan portfolios and regulatory aspects in the financial sector.

Gabriela Cacerea, Partner

Co‑head of the Corporate/M&A and Energy and Natural Resources practice, Gabriela Cacerea is acknowledged as a top lawyer in the corporate/M&A and energy fields. Her expertise includes domestic and cross‑border transactions, privatizations, corporate restructuring, private equity transactions, energy (particularly electricity, natural gas and renewable energy), and capital markets.

She is also a well‑seasoned lawyer in the insurance sector.

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Adriana I. Gaspar, Senior Partner

Adina ChilimDumitriu, Partner

Alina R adu, Partner

Gabriela Cacerea, Partner

Ruxandra M. Bologa, Partner

Ruxandra M. Bologa, Partner

Recognized as a top expert in the corporate area as well as the energy field, co‑head of the Corporate/M&A and Energy and Natural Resources practice, Ruxandra M. Bologa developed particular expertise in the oil and gas field, natural gas exploration, production, storage and trading and renewable energy sources. She is highly specialized in domestic and cross‑border M&A, privatizations, private equity, corporate reorganization, business transfers and outsourcing.

Emil Bivolaru, Partner

Emil Bivolaru,

Partner

Emil Bivolaru specializes in the area of complex fiscal conflicts, bankruptcy and restructuring cases, banking and finance litigation, real estate litigation and property restitution cases. With a highly dynamic litigation activity, his practice has expanded during recent years as he acquired significant experience in white‑collar crime cases, as well as in matters related to fiscal inspections and tax evasion issues.

Ioana Niculeasa, Partner

Ioana Niculeasa,

Partner

Sorina Olaru,

Partner

R adu Damaschin,

Partner

Head of the firm's Real Estate practice, Ioana Niculeasa assists investment funds, corporate investors and financial institutions in relation to projects that have shaped the Romanian real estate market along the years. She has outstanding experience in all types of real estate projects, from office buildings and shopping centers, residential, logistic and industrial related projects to handling concession agreements, complex lease agreements and construction contracts.

Sorina Olaru, Partner

Sorina Olaru represents clients before the Romanian courts of all levels and specializations (civil, commercial, labor, or administrative), including the High Court of Cassation and Justice and the Constitutional Court of Romania. Sorina often sits as an arbitrator in domestic arbitration proceedings (CCIR rules and ICC arbitration). She is a member of the Board of Directors of the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania and a member of the ICC Romania National Committee.

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Radu Damaschin, Partner

Radu Damaschin's expertise covers the area of commercial law ‑ contractual liability, public procurement and enforcement proceedings related to the banking law, administrative law ‑ authorities' abuse of power, tax law and activities related to bankruptcy. He has coordinated over 1,000 cases involving consumers' rights with respect to bank loan agreements.

Georgeta Dinu, Partner

Head of the firm's Competition, State Aid and EU Law practice since 2008, Georgeta Dinu advises clients on Romanian and EU competition matters. Her expertise covers competition investigations and related court challenges, representation before EU courts, merger clearance, advice on the competition aspects of the companies' day‑to‑day business conduct, competition compliance and state aid issues.

Roxana Ionescu, Partner

Head of the Data Protection and Environment practices, Roxana Ionescu has been developing NNDKP's two stand‑alone practices for more than a decade. She advises clients on privacy matters in connection with clients' sales, marketing and human resources activities, data sharing and cloud computing, as well as on environmental issues related to M&A, environmental liability, regulatory and compliance, waste management and permitting matters.

Peggy Suica‑Neagu, Partner

Peggy Suica‑Neagu has acquired vast expertise in disputes such as contractual liability, real estate, issues governing the civil part of criminal cases, bankruptcy proceedings, competition and employment law, public procurement and fiscal matters. She also specializes in internal and international arbitrations and represents clients before the European Court of Human Rights.

Valentin Voinescu, Partner

Valentin Voinescu's expertise includes advising financial institutions and corporations on a wide range of issues, including finance transactions, debt restructuring, and regulatory matters.

He is an experienced trainer, offering regular lectures and seminars to banks and companies active on the domestic market. Board Member of Turnaround Management Association (TMA). Holds an MBA from Vienna University.

Marius Ezer, Partner

Marius has more than 13 years of professional experience with focus on complex insolvency proceedings, creditor rights and asset recovery as well as complex tax disputes. In addition, Marius assists clients in disputes related to corporate reorganization, labor litigation, loan facilities for real estate development projects or enforcement of lease agreements, as well as arising in connection with contractual relations governed by FIDIC rules.

Daniela Gramaticescu, Partner

Daniela has more than 17 years of professional experience in the legal area, assisting clients from various industries both before the Romanian courts, as well as before the international courts of arbitration. Daniela has developed substantial experience in administrative and fiscal litigation, arbitration proceedings, disputes related to construction agreements, civil and commercial litigation, public procurement disputes and labor litigation.

Valeriu Mina, Partner

Valeriu has over 13 years of professional experience in dispute resolution and arbitration matters, representing an important number of clients in complex commercial disputes such as those arising in connection with the administrative contractual relations governed by FIDIC rules, as well as in public procurement related litigation.

Oana Partenie, Partner

Oana has over 19 years of experience in representing clients in civil and commercial litigation, international trade law disputes, enforcement proceedings, consumer protection and administrative litigation and insolvency proceedings.

In addition to representing clients in court proceedings, Oana is a mediator, trained to participate in mediation and the settlement of disputes before they are addressed to the courts.

Catalin Radbata, Partner

Catalin has over 13 years of professional experience with a substantial expertise in transnational litigation, insolvency proceedings and recognition and enforcement proceedings of foreign judgments or arbitration awards in Romania. Cătălin is mostly involved in insolvency and bankruptcy proceedings but international arbitration as well, in particular in residential, commercial, agricultural and industrial constructions and installations.

Georgeta Dinu,

Partner

Roxana Ionescu, Partner

Vlad Tanase, Partner

Having a professional experience of over 13 years, he assists clients active in the real estate sector on a wide range of legal matters, including real estate acquisition, transaction structuring, due diligence, joint ventures and exit strategies. His expertise includes urban planning, construction agreements and permitting matters for complex mixed‑use projects, industrial, mining and energy industries as well as in‑depth knowledge of office, retail, logistic and hospitality businesses.

Peggy SuicaNeagu, Partner

Alina Timofti, Tax Partner, Co‑head of Tax Advisory Services

With a 20‑year plus career in the field, Alina Timofti co‑heads the Tax Advisory practice. Her areas of expertise include international tax structuring for major companies in Romania, tax due diligence, tax reviews, design of tax function and structuring advice with regard to major oil & gas investments in Romania. A Certified Tax Advisor, Alina is a member of the working groups advising the Ministry of Finance on the amendment of the Fiscal Code.

Marius Ionescu, Tax Partner, Co‑head of Tax Advisory Services

Co‑head of the Tax Advisory Services practice, Marius is a widely recognized tax professional, with over 20 years of experience in local and international tax consultancy firms. His areas of expertise include investment tax structuring, tax planning, transaction advice, tax review and due diligence projects for large local and multinational companies. Marius is a Certified Tax Advisor and a member of the working groups advising the Ministry of Finance on the amendment of the Fiscal Code.

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Valentin Voinescu, Partner

M arius Ezer, Partner

Daniela Gramaticescu,

Partner

Valeriu Mina,

Partner

Oana Partenie,

Corina Dumitru, Partner

Corina has more than 16 years of professional experience in the legal area and her expertise covering areas such as mergers and acquisitions, corporate law and commercial transactions as well as banking and finance and capital markets. She has assisted a large number of investors, national and multinational companies, banks and institutions in large complex transactions carried out in Romania.

Partner

Lavinia Ionita Rasmussen, Partner

With a professional experience of over 13 years in the legal area, her expertise covering all the specific matters related to real estate industry. She has successfully negotiated and closed complex projects and business structures, provided assistance in transaction arrangements, development issues or constructions and urbanism and applied integrated exit solutions. Lavinia is also specialized in FIDIC contracts.

Razvan Vlad, Partner

Razvan has over 15 years of experience in providing legal assistance and his area of expertise include corporate law, mergers and acquisitions as well as specific regulatory and performance aspects related to FIDIC contracts in major infrastructure projects. Razvan has also assisted clients in complex projects in the automotive and heavy industry.

Catalin R adbata,

Partner

Vlad Tanase,

Corina Dumitru,

Alina Timofti,

L avinia Ionita R asmussen,

Partner

Tax Partner, Co-head of Tax Advisory Services

M arius Ionescu,

Tax Partner, Co-head of Tax Advisory Services

Partner

Partner

R azvan Vlad,

Partner

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NOERR Address: 28C General Constantin

Budisteanu, 1st District, Bucharest, RO‑010775, Romania Website: www.noerr.com Email: info@noerr.com Phone: +40 21 312 58 88 Fax: +40 21 312 58 89 Contact person: Alexandra Nicolae, Business Development & Communication Manager Romania & CEE Number of local partners: 6

Most representative clients:

Daimler/Intelligent Apps, Kathrein SE, Signa Group, Harman International Industries, Stada M&D/Hemofarm, Kaufland, Nidec Sole Motor Corporation, Vastint, Bristol‑Myers Squibb, Samsung Electronics.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Prof. Dr. Joerg K. Menzer, Managing Partner, Head CEE Offices

Prof. Dr. Joerg K. Menzer coordinates Noerr's CEE practice for international clients. He specializes in M&A transactions, and concentrates on structuring major foreign investments and business expansion projects in CEE. He has extensive experience in acquisitions and greenfield investments, based on his knowledge of the business and legal environment in CEE and his excellent networking in the region.

In addition, Jörg has worked on many restructurings, private equity investments and capital measures, as well as for public listed companies.

Rusandra Sandu, Partner, Head of Corporate/M&A and Competition Department

Rusandra has extensive experience in structuring major foreign investments in Romania, ranging from M&A transactions, joint ventures and complex regulatory procedures, restructurings up to the structuring of Greenfield investments. Rusandra is also an expert in competition law, including merger control, cartel and infringement proceedings and competition compliance.

Her broad experience in the field of regulatory & governmental affairs, especially automotive, retail, pharma & healthcare has been well proven in many advisory projects and completes her full spectrum advisory profile.

Alexandru Ene, Partner, Head of Litigation & Compliance Department

Alexandru has extensive experience in process management and strategic mandate execution, especially in civil law, commercial law, labor law and real estate law disputes, as well as in insolvency procedures and white collar crime. He coordinates also the compliance practice, having experience in implementing and developing compliance programs, planning and structuring internal investigations, as well as providing prevention programs and trainings.

Prof. Dr. Joerg K. Menzer, Managing Partner, Head CEE Offices

Rusandra Sandu, Partner,

Head of Corporate/M&A and Competition Department

Roxana Dudau, Associated Partner, Head of Real Estate & Construction Department

Roxana specialises in advising major foreign investors active in the fields of retail and construction as well as banks and major investors (predominantly from the automotive and aero‑space sectors) on their greenfield investments in Romania. She advises on structuring their entire investments, covering all stages from the land acquisition process to the planning and construction contracts. Roxana has extensive experience in real estate law, especially in town planning and construction law and industrial, office and retail leases.

She also provides the firm’s clients with wide‑ranging advice on their market entry and expansion in Romania.

Alexandru Ene,

Partner, Head of Litigation & Compliance Department

Roxana Dudau,

Associated Partner, Head of Real Estate & Construction Department

Iulian Sorescu, Associated Partner, Head of Financial Department

Iulian Sorescu is member of ACCA UK, CECCAR, CAFR and AMCOR and heads our Financial, State Aid & Management Consulting Department. He coordinates the strategic advice offered to our clients in all business and financial issues such as financial advisory, financial due diligence, financial audit according to IFRS, US/German GAAP and Romanian standards, financial reporting and controlling, bookkeeping, payroll and management consulting. In particular, he helps our clients improve/maintain their financial performance by coaching and monitoring their internal activities and optimizing their structures. In 2008 Iulian has developed our State Aid Department.

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Iulian Sorescu,

Associated Partner, Head of Financial Department

Gabriel Popa,

Associated Partner

M agdalena Alexandra Lupoi, Counsel,

Head of Banking & Finance Department

Luiza Bedros, Counsel

Monica Colt,

Tax Advisor

Carmen M azilu,

Tax Advisor

Mircea-Catalin Roman, Senior

Associate, Coordinator of Employment & Pensions Practice

Gabriel Popa, Associated Partner

Gabriel Popa has strong expertise in domestic and international financing transactions, especially in the areas of corporate finance, structured finance, real estate finance, cash pooling, leasing and M&A transactions in Romania. During the past years Gabriel has developed good connections in this sector, advising both lenders and corporate clients in Romania and throughout the CEE region.

Magdalena Alexandra Lupoi, Counsel, Head of Banking & Finance Department

Magdalena Alexandra Lupoi specializes in banking & finance, capital markets, corporate/mergers & acquisitions, leasing and insurance. Magdalena has extensive experience in advising commercial and investment banks, both international and domestic and assisted on major financing transactions. She joined Noerr after a long experience as head of the legal and credit recovery department for a British bank operating in Romania. The exceptional expertise and professionalism of Magdalena combined with the outstanding commercial knowledge she acquired during her activities within the banking system, enables her to identify the most suitable legal solutions to the clients' needs.

Luiza Bedros, Counsel

Luiza Bedros has extensive experience on major M&A transactions, business restructuring and other complex corporate matters, as well as healthcare regulatory issues, advising international and national clients from a wide range of industries, such as food retail, distribution & franchise systems, pharmaceutical, IT&C, automotive.

Luiza is also specialized in antitrust & competition law, advising clients on all aspects of merger control proceedings in front of the Romanian Competition Council, antitrust investigations and compliance‑programmes.

Monica Colt, Tax Advisor

Oana Piticas,

Senior Associate, Coordinator of White Collar Crime Practice

With more than ten years' experience in the area of domestic and international tax advice, Monica Colt specialises in areas such as advice from the perspective of direct and indirect taxation, company reorganization in the form of mergers and spin‑offs, counsel provided during tax controls, and tax assistance provided to large domestic and international companies. Her practice includes advising companies operating in sectors such as retail, automotive, real estate and

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construction, medical and pharmacy and financial services.

Carmen Mazilu, Tax Advisor

Carmen Mazilu is member of CECCAR and CCF and has extensive experience in the financial services industry. Carmen specializes in accounting, corporate regulations and tax law. She has advised numerous multinational companies on a wide range of taxation roles, including value added tax, corporate income tax, international taxation, withholding and personal income tax. Carmen was also involved in various domestic and international taxation matters, including transfer pricing preparation, assistance during tax audits, tax reviews and due diligence assignments to clients acting in various sectors such as retail, automotive, real estate & construction, pharma and financial services.

Mircea‑Catalin Roman, Senior Associate, Coordinator of Employment & Pensions Practice

Mircea‑Catalin Roman advises Romanian and international clients from a large number of industries (including automotive, chemicals, primary and reinsurance, financial services, generic drugs, real estate, IT, food, media, food production, pharmaceutical) on employment and pensions. He represents clients in front of the Courts of Law and public authorities. He also advises clients on private enforcement and compliance issues and in dawn raid scenarios.

Oana Piticas, Senior Associate, Coordinator of White Collar Crime Practice

Oana Piticas has extensive experience in criminal law, business crimes, criminal liability and criminal defence strategy, especially with foreign and local companies, but also in real estate and contract law.

She specializes in legal assistance and representation of local or foreign companies in all stages of a criminal investigation, internal and fraud investigations, compliance and dawn raid.

PETERKA & PARTNERS Address: 33 Aviatorilor Blvd, 1st

District, Bucharest, Romania Website: www.peterkapartners.com Email: office@peterkapartners.ro Phone: +40 21 310 48 82 Contact person: Celina Zorz, zorz@ peterkapatners.ro, +40 21 310 48 82

Number of lawyers in the firm: 12 Number of local partners: 1 Most representative clients: Iveco Capital Services, Iveco Truck Services (CNH Industrial Group), XPO Logistics, Hanes Global Supply Chain Romania (HanesBrands Inc), Falck Danmark, Emo Trans, Oriens Bijuterii, Royal & Sun Alliance Insurance, Channel Crossings Limited, Sandvik Mining and Construction Tools, Alfa Laval.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Cosmina Romelia Aron, Partner, Director for Romania Cosmina is valued as a specialist with broad experience in commercial law, corporate, mergers and acquisitions, and assists a wide array of leading international companies active in many business sectors, e.g., agriculture, transportation, medical health care, IT and distribution. She manages the corporate and M&A projects in the Romanian office, dealing with various matters (including multi‑jurisdictional M&A matters) as well as corporate matters on a day‑to‑day basis.

Ioana Sebestin, Senior Associate, Deputy Director for Romania

Ioana co‑manages the Bucharest office and is dedicated to several practice areas including corporate, commercial law, and mergers and acquisitions. She also manages the Transportation and Logistics Practice within Peterka & Partners. Ioana has extensive experience in assisting international and domestic clients active in various industries, such as transportation, distribution and retail, consumer product manufacturing, industrial engineering and jewelry distribution both in domestic and multi‑jurisdictional transactions.

Alina Radu, Senior Associate, Deputy Director for Romania

Alina is co‑managing the Bucharest office, currently occupying a position of Senior Associate and Deputy Director for Romania. She specializes in corporate law, corporate domestic restructuring and M&A. As a member of Peterka & Partners, Alina is constantly involved in numerous multi‑jurisdictional transactions in various industries as well as in domestic projects envisaging the daily business activity of the clients.

Cosmina Romelia Aron, Partner,

Director for Romania

Ioana Sebestin,

Senior Associate, Deputy Director for Romania

Letitia Silaghi, Senior Associate

Letitia specializes mainly in corporate law, mergers and acquisitions, construction & development and litigation & insolvency. Throughout her career she has assisted clients active in various business sectors.. In Peterka & Partners Romania, Letitia has assisted foreign investors during the development of real‑estate projects and PPP projects, as well as in cross‑border mergers& acquisitions, coordinating in the same time the ongoing litigation & insolvency projects.

Alina R adu,

Senior Associate, Deputy Director for Romania

Ioana Catalina Savan, Senior Associate

Ioana focuses on several practice areas, including corporate, mergers and acquisitions, employment, intellectual property and new technologies and debt recovery. She leads the Compliance and Regulatory practice at Peterka & Partners and is also a member of the firm's practices dedicated to intellectual property, labour law and the ones focused on the automotive and information technologies industries.

Letitia Silaghi,

Senior Associate

Ioana Catalina Savan, Senior Associate

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Ernest-Virgil Popovici, Senior

Partner

Florian Nitu,

Managing Partner

POPOVICI NITU STOICA & ASOCIATII Address: 239 Calea Dorobanti,

6th Floor, 1st District, Bucharest, RO‑010567, Romania Website: www.pnsa.ro Email: office@pnsa.ro Phone: +40 21 317 79 19 Fax: +40 21 317 85 00, +40 21 317 75 05 Contact person: Alexandru Ambrozie, Partner, alexandru.ambrozie@pnsa.ro Number of lawyers in the firm: 80 Number of local partners: 15 Most representative clients: Air France, Ameropa, Auchan, Dedeman, Akzo Nobel, Franklin Templeton & Fondul Proprietatea, SAP, Xella, Orange, UPS.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Bogdan C. Stoica, Deputy

Managing Partner

Irena Anca Tudorie, Partner

Vlad Neacsu,

Partner

Ernest‑Virgil Popovici, Senior Partner

Ernest‑Virgil Popovici has unparalleled experience in energy projects, with a special focus on renewable and nuclear energy. He is also experienced in banking & finance projects, holding the unique background of having consistently practiced in leading international law firms located in Paris and London, before 90’s, combined with a double legal education.

Florian Nitu, Managing Partner

Florian Nitu, as Head of the Firm’s M&A, Real Estate and International Arbitration Practices, is largely recognized as one of the most experienced commercial lawyers in the market and has been ranked in the past two decades as a leader in his areas of practice by the most reputed market annual surveys.

Florian Nitu has also extensive experience in international arbitration, with a special focus on concessions, real estate‑construction, energy and corporate disputes, having represented clients in front of ICC, VIAC, LCIA, ICCR ‑ The Court of International Commercial Arbitration in Romania.

Bogdan C. Stoica, Deputy Managing Partner Valentin Creata,

Partner

Bogdan C. Stoica has wide experience in advising both public and private companies, private equity funds and strategic investors, in relation to privatizations and mergers & acquisitions, healthcare & pharmaceuticals, IT & Telecom and agribusiness. Bogdan is also experienced in banking & finance, acting for corporations, banks and non‑banking

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financial institutions on a broad range of lending, investment and credit instruments activities.

Irena Anca Tudorie, Partner

Irena Anca Tudorie has substantial experience in project finance, acting as advisor on power, energy, oil & gas and infrastructure assignments. She advises both developers and investors in relation to project structuring and financing.

Vlad Neacsu, Partner

Vlad Neacsu has broad experience on energy and natural resources matters, being involved in mergers, acquisitions and privatizations in the energy field, development of wind farms, photovoltaic, nuclear and hydro power projects. Vlad is also highly proficient in employment, advising clients in business transfer, collective dismissals and employees restructuring plans.

Valentin Creata, Partner

Valentin Creata is advising high‑profile real estate investors and developers on the acquisition, construction and/ or operation of the largest shopping centers and residential projects. Valentin is highly experienced in advising international healthcare investors on the development of private hospitals.

Silviu Stoica, Partner

Silviu Stoica has extensive experience in mergers and acquisitions and corporate and commercial matters. He advises the most active investments funds in Romania, as well as various global corporations. Silviu is also specialised in healthcare and pharmaceuticals and TMT.

Ciprian Dontu, Partner

Ciprian Dontu represents both in court and arbitration proceedings multinational companies, financial institutions and entrepreneurs. Ciprian has extensive expertise in corporate governance, competition and debt recovery disputes. Ciprian is also representing international investors in relation to all aspects of restructuring and insolvency, including both transactional and litigation matters.

Alexandru Ambrozie, Partner

Alexandru Ambrozie has extensive experience in Tax, Banking & Finance, Capital Markets and Public Procurement, assisting leading financial

institutions, private equity firms and other high‑profile companies. His in‑depth understanding of fiscal, public procurement, EU funds and other regulatory practices enables Alexandru to also lead the defense on numerous white‑collar criminal investigations, representing clients in regulatory and criminal investigations carried out by various prosecution and administrative authorities.

Ilinca Stefanescu‑Goanga, Partner

Ilinca Stefanescu‑Goanga is reputed for her wide‑ranging litigation expertise with a special emphasis on civil and commercial disputes, competition, public procurement and shipping litigation.

Ilinca has extensive experience in various types of conciliation, mediation and arbitration proceedings, advising/ representing clients in front of Romanian and International Courts of Arbitration.

Cristian Popescu, Partner

Cristian Popescu specializes in intellectual property and copyright, assisting clients in a broad range of issues related to the registration and protection of trademarks, patents and domain names. Cristian is also experienced in corporate & commercial and agriculture projects, with a special focus on land acquisition, development and financing.

Mihaela Ion, Partner

Mihaela Ion is experienced in antitrust, unfair competition and trade regulations, including in consumer law, merger control proceedings and state aid. She

also assists clients in structuring and implementing compliance programmes, providing regular training as external legal counsel on all relevant aspects of competition law. Mihaela is also involved in counseling IT and telecom companies.

Silviu Stoica, Partner

Raluca Petrescu, Partner

Raluca has extensive experience in arbitration proceedings before international and domestic courts of arbitration under various rules of arbitration, as well as in complex court proceedings concerning commercial, construction, corporate, energy, privatisation and real estate disputes.

Raluca Petrescu regularly assists in a broad range of corporate and commercial matters, mainly associated with foreign direct investments. Raluca Petrescu’s expertise is also focused on real estate acquisition and development, advising some of the largest retailers in relation to the expansion of their network in Romania, as well as on their trading and consumer compliance related issues.

Raluca is skilled in negotiation, drafting and advice on commercial contracts, both domestic and international.

Ciprian Dontu, Partner

Alexandru A mbrozie,

Partner

Ioana Sampek, Partner

Ioana Sampek has extensive experience in real estate, advising on asset acquisitions, concessions, construction and operation, leases and mortgages, real estate joint ventures, forward purchase schemes and leveraging of estates.

Ioana is advising the largest real estate investors in Romania on the acquisition and/or development of the majority of the high‑profile projects.

Ilinca StefanescuGoanga, Partner

Partner

R aluca Petrescu,

Cristian Popescu, Partner

Ioana Sampek,

Mihaela Ion,

Partner

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Partner

Ana-M aria Placintescu,

Partner

Bogdan-Nicolae Riti, Partner

PLACINTESCU RITI LUCIAN Address: 14 Dr. Nicolae Tomescu

Street, Ground Floor, 5th District, Bucharest, RO‑050596, Romania Website: www.pratt.ro Email: office@pratt.ro Phone: +40 770 122 393, +40 31 433 44 36 Contact person: Ileana Lucian, Partner, ileana.lucian@pratt.ro Number of lawyers in the firm: 11 Number of local partners: 4

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Ana‑Maria Placintescu, Partner

Ileana Lucian,

Partner

With 19 years of legal practice, Ana‑Maria gained a significant experience in employment, corporate, business change and restructuring/ insolvency, real estate and civil/ commercial law. Education: LL.B, Ecological University of Bucharest ‑ Law School.

Bogdan Mihai,

Partner

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Bogdan‑Nicolae Riti, Partner

Bogdan has 17 years of experience as a business lawyer. His main areas of practice cover corporate and real estate where he is regarded as a well‑versed practitioner. Mergers & acquisitions and employment are another areas of expertise where Bogdan has consolidated his legal skills. Education: LL.B, “Titu Maiorescu” University ‑ Law School.

Ileana Lucian, Partner

With over 16 years of legal practice, Ileana gained a significant experience in employment/health and safety, immigration and mobility and real estate fields. She is also specialized in corporate and commercial/civil law. Education: LL.B, Bucharest University Law School.

Bogdan Mihai, Partner

Bogdan has 19 years of experience in advising clients in the areas of internet law, telecom, media, information technology and data protection (GDPR), being recognized as one of the top lawyers in the fields of technology, media and telecommunications (TMT).

Bogdan is also skilled in the areas of Public Procurement/PPP, Mergers and Acquisitions.. Education: LL.B Institute of Law, Bucharest.

RADULESCU & MUSOI ATTORNEYS AT LAW Address: 31 Grigore Mora Street,

1st District, Bucharest, RO‑011886, Romania Website: www.rmlegal.ro Email: office@rmlegal.ro, contact@ rmlegal.ro Phone: +40 21 233 94 46 Fax: +40 21 233 94 93 Contact person: Oana Bica, o.bica@ rmlegal.ro

Number of lawyers in the firm: 18 Number of local partners: 4 Most representative clients: Heineken Romania, Samsung Electronics Romania, Alliance Healthcare Group, Trust Leasing IFN Agrana Romania, Synlab Group, Aaylex Group, R.E.R. Group, Mantor Group.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Roxana Musoi, Founding Partner Roxana Musoi is one of our firm’s founding partners. Her practice focuses on banking (leveraged finance and real estate finance) and complex combined finance/corporate reorganizations and matters. She has been working on M&A and loan portfolio transactions with various financial institutions as well as on bank restructurings and other financial market stabilization measures.

Mihai Radulescu, Founding Partner

Mihai Radulescu is one of our firm’s founding partners, with over 17 years of experience in M&A and competition projects in both privatisations and private acquisitions involving Romanian and international companies. Mihai coordinated major restructuring projects involving the merger, spin‑off and winding‑up of private as well as listed companies.

Roxana Musoi,

Founding Partner

Mihai R adulescu,

Founding Partner

Carmen Banateanu, Partner

Carmen Banateanu is a partner with over 15 years’ experience in the legal market.

She advises banks and other financial institutions as well as unregulated entities in all areas of financial services regulation. She has been working across product areas for private equity houses, international banks and large corporations.

Carmen Banateanu,

Partner

Voicu Cheta, Partner

Voicu Cheta became partner at the beginning of 2016 and focuses primarily on litigation and arbitration. His practice covers advising high profile clients in complex litigation before national courts and arbitration entities in matters covering commercial and corporate litigation, public procurement, tax and employment issues.

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Voicu Cheta,

Partner

Costin Taracila,

Managing Partner

Victor Padurari,

Partner

Alexandru Retevoescu,

Partner

Mihai Ristici,

Partner

RTPR ALLEN & OVERY Address: Charles de Gaulle Plaza,

5th Floor, 15 Charles de Gaulle Square, 1st District, Bucharest, RO‑011857, Romania Website: www.allenovery.com/rtpr Email: office@rtprallenovery.com Phone: +40 31 405 77 77 Contact person: Violeta Serban, Business Development Manager, violeta. serban@rtprallenovery.com Number of lawyers in the firm: 46 Number of local partners: 6 Most representative clients: A&D Pharma, Enterprise Investors, Electrica Group, EBRD, Mid Europa Partners/ Regina Maria, Maspex Romania, ING Bank, Raiffeisen Bank, Banca Comerciala Romana, Prime Kapital.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Costin Taracila, Managing Partner

Costin specialises in M&A, private equity and corporate matters, as well as capital markets. He is advising a number of private equity funds on the acquisition and add-on acquisitions, restructuring and sale of companies, such as Enterprise Investors, Advent International, CEECAT Capital, Mid Europa Partners, Resource Partners, 3TS. Costin graduated from the University of Bucharest, Law Faculty in 2000.

Victor Padurari, Partner

Valentin Berea,

Partner

Victor is primarily involved in finance and projects, including secured lending, project finance, real estate finance, PPPs, concessions, governmental public debt and municipal finance. He has been advising international financial institutions on various financings extended to local governments and to local utilities (water, district heating, solid waste and local transport). Victor graduated from the University of Bucharest, Law Faculty in 2000.

Alina Stavaru,

Partner

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Alexandru Retevoescu, Partner

Alexandru focuses primarily on banking and finance projects and real estate matters and has provided advice to major national and international banks on banking regulatory matters, corporate finance, leveraged finance, project finance and real estate finance transactions.

Alexandru also has significant experience in the energy sector. He is also experienced at advising on debt restructuring matters and has prior experience of working on both formal insolvency and informal restructuring proceedings. Alexandru graduated from the University of Bucharest, Law Faculty in 2000.

Mihai Ristici, Partner

Mihai Ristici focuses primarily on M&A, mainstream corporate and capital markets matters, having advised on a number of significant transactions on the Romanian market. Mihai also has significant experience in energy related matters and in finance matters - real estate, public sector and project finance.

Mihai graduated from the University of Bucharest, Law Faculty in 2001.

Valentin Berea, Partner

Valentin specialises in arbitration & dispute resolution, competition and antitrust litigation and intellectual property disputes. Valentin is also a certified intellectual property counsellor for trademarks and industrial designs.

He is included on the list of arbitrators of the Bucharest International Arbitration Court attached to the American Chamber of Commerce in Romania (AmCham) and is a member of the Administrative Council of this court. Valentin graduated from the University of Bucharest, Law Faculty and from the University of Paris I, Pantheone - Sorbonne.

Alina Stavaru, Partner

Alina specialises in M&A, particularly private equity, complex corporate and capital restructurings, spin-offs, and other corporate matters. Alina heads our employment department, having an impressive experience in advising companies on labour law matters covering a large range of matters such as complex transfers of business, collective dismissals, sensitive highprofile individual dismissals, day-to-day employment compliance matters. Alina is secretary to South Eastern European Private Equity and Venture Capital Association. Alina graduated from the University of Bucharest, Law Faculty in 2004.

Prof. Lucian Mihai, Of Counsel

Prof. Lucian Mihai specialises in intellectual property and litigation area, including arbitration. Prof. Lucian Mihai is a former chairman of the Commission for drafting the New Civil Code and the Law for its Enactment, former President of the Romanian Constitutional Court (the highest legal position in Romania), former member of the Venice Commission (two mandates), as well as former Secretary General of the Chamber of Deputies. He is listed as arbitrator of the Court of International Commercial Arbitration, attached to the Romanian Chamber of Commerce and Industry since 1993 and of, the Arbitration Panel of the Romanian Copyright Office since 1998. He has taken part in numerous international cases as counsel, arbitrator or expert-witness. Prof. Lucian Mihai acted also as ad-hoc judge of the European Court of Human Rights.

Andreea Burtoiu, Counsel

Andreea specialises in banking and finance (advising on various syndicated and bilateral finance transactions but also on derivatives and cash management tools), restructuring transactions, as well as capital markets. Andreea graduated from the University of Bucharest, Law Faculty in 2004. Andreea also holds a Master degree on “Management of Banking Systems” from the Bucharest Academy for Economic Studies.

Cosmin Tilea, Counsel

Cosmin has extensive experience in cross-border financings and security matters, municipal loans and public debt, procurement, real estate and energy matters. He advises major international and domestic banks and financial institutions on complex real estate finance and acquisition finance deals as well as on real estate matters. He is also very experienced in project finance transactions after having advised various IFIs on the financing of some of the largest renewable projects in Romania.

Cosmin graduated from the University of Bucharest, Law Faculty in 2005.

Prof. Lucian Mihai, Of Counsel

Andreea Burtoiu, Counsel

Roxana Ionescu, Counsel

Roxana specialises in mergers and acquisitions, as well as in competition law, assisting numerous clients in antitrust investigations, merger proceedings and developing compliance programs. Roxana graduated from the University of Bucharest, Law Faculty in 2007 and she holds a PG Diploma in EU Competition Law from King’s College London.

Cosmin Tilea, Counsel

Victor Rusu, Counsel

Victor specialises in advising local and international companies with regard to merger & acquisitions, commercial transactions, corporate law and transactions involving financing and real estate in Romania. Victor graduated from the University of Bucharest, Law Faculty in 2005. He also holds a master degree on Business Law from the University of Bucharest, Law Faculty.

Roxana Ionescu, Counsel

Alexandru Stanoiu, Counsel

Alexandru joined the firm in 2019 from one of the law firms affiliated to a Big 4 company where he has coordinated the tax litigation team for the last 9 years. Alexandru has a 20-year litigation experience, specialising in tax litigation, insolvency, competition and state aid law, commercial, administrative and civil law. Alexandru graduated from the University of Bucharest, Law Faculty in 1999. He has a Master of Arts from King’s College London in EU Competition Law.

Victor Rusu,

Counsel

Alexandru Stanoiu, Counsel

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Poliana GoguNaum, Counsel

Ianita Tui, Counsel

Poliana Gogu-Naum, Counsel

Poliana has experience in banking & finance acting on behalf of domestic and international banks and borrowers in syndicated and bilateral credit transactions, and advising security takers and providers on the creation and perfection of guarantees and security as well as in capital market, corporate, real estate. Poliana graduated from the University of Bucharest, Law Faculty, in 2008. She also holds a Master degree in “Business Law” from the University of Bucharest, Law Faculty.

Ianita Tui, Counsel

Senior Associate

Ianita has experience in advising domestic and international clients on various matters related to corporate, real estate, public procurement, PPPs, concessions, public services (e.g. water and wastewater, solid waste management, infrastructure and public lighting), governmental public debt and municipal and corporate finance (including real estate finance), perfection of guarantees and securities and general corporate law. Ianita graduated from the Romanian-American University, Law Faculty and Internal and International Commercial Finance-Banking Relations Faculty in 2008.

Andrei Mihul,

Adriana Dobre, Senior Associate

Adriana Dobre,

Senior Associate

Bogdan Cordos, Senior Associate

Adriana represented domestic and international companies in various litigation and arbitration matters.

Adriana has extensive experience in arbitration, commercial, competition, administrative, real estate, tax, employment, public procurement and IP litigation. Adriana published numerous juridical studies in the field of civil and civil procedural law, European law, fiscal and administrative law. Adriana graduated from the University of Bucharest, Law Faculty in 2008 and from University of Paris I Pantheon Sorbonne in 2007. She holds a Master degree from the University of Bucharest, Law Faculty.

Andreea Nedeloiu,

Managing Associate

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Andrei Mihul, Senior Associate

Andrei joined RTPR Allen & Overy in 2011. Andrei is working on M&A transactions and competition matters, having experience in advising international companies and assisting them during the merger clearance process, as well as during antitrust investigation process and subsequently antitrust litigation. He also has experience in advising international companies on commercial transactions, mergers and acquisitions, data protection and labour issues in Romania. Andrei graduated from “Alexandru Ioan Cuza” University in Iasi, Law Faculty in 2011.

Bogdan Cordos, Senior Associate

Bogdan joined RTPR Allen & Overy in 2011. Bogdan has experience in various practice areas such as corporate, banking & finance, energy, regulatory and real estate. He was part of the teams which advised international financial institutions and major European banks in energy related finance projects, especially in the renewable energy sector, real estate financings, environmental matters, and electricity market transactions (OPCOM trading). Bogdan graduated from “Alexandru Ioan Cuza” University in Iasi, Law Faculty in 2011.

Andreea Nedeloiu, Managing Associate

Andreea has advised clients in landmark banking & finance transactions on the Romanian market. She has experience acting on behalf of domestic and international banks and borrowers in syndicated and bilateral credit transactions, and advising security takers and providers on the creation and perfection of guarantees and security interests, providing advice on structure related matters and key financing aspects. Her focus is primarily on leveraged finance deals. Andreea graduated from “Alexandru Ioan Cuza” University in Iasi, Law Faculty in 2012.

Vicu Buzac, Managing Associate Vicu joined RTPR Allen & Overy in 2014. He is a dispute resolution lawyer whose practice focuses on international arbitration, as well as commercial and intellectual property disputes. He often sits as a tribunal secretary in various international arbitrations cases, for world renowned arbitrators. Vicu also specialises in data protection matters.

Vicu has an LL.M. degree from Queen Mary University of London in dispute resolution and another LL.M. degree from University of Bucharest in private law.

Raluca Tudoroiu, Managing Associate

Raluca joined RTPR Allen & Overy in 2019. Raluca advised domestic and international companies in various litigation matters. Her main area of practice is dispute resolution, especially in the fields of civil and corporate law, commercial litigations, tax and administrative law and insolvency proceedings. She also has experience in gambling law. Raluca graduated from the University of Bucharest, Law Faculty in 2012 and has an LL.M. degree from University of Bucharest in Private law.

Vicu Buzac,

Managing Associate

Ana M aria Nacea, Managing

Associate

Ana Maria Nacea, Managing Associate

Ana Maria is specialising in real estate development (greenfield and brownfield projects), planning and transactions, commercial lease agreements (office, retail, logistics), construction and urbanism law, international construction arbitration, commercial and corporate law, being involved in high-profile transactions, advising investors, investment funds, developers, entrepreneurs involved in wide investment in Romania, ranging from residential to large retail projects. Ana Maria graduated from the University of Bucharest, Law Faculty in 2010 and has an LL.M. degree from University of Bucharest in International arbitration.

R aluca Tudoroiu,

Managing Associate

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Sebastian Gutiu,

Managing Partner

M arkus Piuk,

Partner

SCHOENHERR SI ASOCIATII SCA Address: 30 Dacia Blvd, 7th Floor, 1st

District, Bucharest, Romania Website: www.schoenherr.eu Email: office.romania@schoenherr.eu Phone: +40 21 319 67 90 Fax: +40 21 319 67 91 Contact person: Daniela Badoi, PR & corporate communications manager, d.badoi@schoenherr.eu

Number of lawyers in the firm: 60 Number of local partners: 12

partners + 1 tax director

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Sebastian Gutiu, Managing Partner

M atei Florea,

Partner

Georgiana Badescu, Partner

Sebastian is the head of Schoenherr's firm‑wide real estate practice in the CEE/ SEE region and coordinates the firm's Bucharest dispute resolution, insolvency & restructuring, and white‑collar crime practices. Sebastian has assisted clients active in various industries such as real estate, constructions, energy, retail, financial services, providing expert advice in major transactions and high‑stake litigation and arbitration cases. Key recent projects include advice in international arbitration cases (including ICSID, ICC), litigation, white‑collar crime projects, complex debt recovery/restructuring or insolvency procedures, as well as in real estate matters and transactions.

Markus Piuk, Partner

Simona Chirica, PhD, Partner

Markus heads the corporate/M&A and energy practices in Romania and across the SEE. Markus frequently acts for clients active in energy (oil and gas, nuclear, renewables), retail, automotive, manufacturing, financial services, private equity, advising on their foreign direct investment in SEE. He also advises local businesses in this region on domestic and outbound investments.

Markus has an impressive track record of advising clients in relation to listings, de‑listings and takeovers in the Romanian, Bulgarian and the Serbian capital markets. He is a member of the Bucharest, Vienna, Sofia and Chisinau Bars.

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Matei Florea, Partner

Matei is the firm's head of banking & finance and capital markets. He has been the main driver behind the development of Schoenherr's banking & finance practice in Romania, as well as the development of specific NPLs‑related products CEE‑wide. His activity focuses mainly on bank M&A deals, loan portfolio transactions (leading the largest NPL portfolio sales in the Romanian market and in the CEE region), bank regulatory (including the regulatory approval for bank M&A deals, or advice in complex consumer‑related litigation cases), debt restructuring projects, project finance and real estate lending.

Matei also runs Schoenherr Bucharest's projects/ PPP/ concessions/ public procurement practice group.

Georgiana Badescu, Partner

Georgiana heads the EU & Competition practice group. Her experience covers the full range of competition matters.

Relevant projects include a consistent series of national and EU‑level merger control cases, advice in virtually all large‑scale sector inquiries or investigations for potential breaches conducted by the national competition authority, various competition assessments, general competition advice to a strong portfolio of clients, as well as state aid matters. She has conducted a considerable number of compliance audits, has implemented mock dawn raids, and has delivered competition training programmes for the clients' teams.

Simona Chirica, PhD, Partner

Simona is specialized in civil, commercial and tax matters. She is an experienced real estate lawyer, assisting a considerable portfolio of clients active in real estate development (commercial, office, residential, industrial), retail (food, fashion, DYI), agribusiness, energy in all phases of their investments in Romania, including in greenfield projects, expansion plans or exit strategies.

Simona has assisted on headline transactions and is advising clients on general legal matters in connection with their business.

Monica Cojocaru, Partner

Monica is specialised in corporate/M&A, energy, infrastructure and regulatory.

She is an experienced transactional lawyer, assisting on headline M&A deals in the Romanian and regional market in various sectors such as energy, insurance, manufacturing, FMCG, real estate, pharmaceuticals and healthcare.

Monica has an excellent reputation as an energy lawyer in Romania and the CEE, assisting clients active in oil & gas, electricity, and renewables (wind, photovoltaic, biomass, hydro). Monica also provides regulatory advice to clients active in regulated industries, including energy, insurance, pharmaceuticals and healthcare.

Oana Constantinescu, Partner

Oana is specialized in real estate, environmental law and the food industry. She has assisted on the structuring, negotiating and signing of numerous real estate transactions and complex agreements. Oana has extensive experience in advising clients active in various industries on environmental matters, where she covers compliance, regulatory, environmental liability aspects, pollution and decontamination.

She has also developed a strong expertise in the food industry, helping market players (food/food supplements producers and retailers) to stay compliant with relevant EU and Romanian legislative requirements when it comes to producing, labelling, trading or promoting food products.

Emeric Domokos‑Hancu, Partner

Emeric is specialized in dispute resolution, insolvency & restructuring, and white‑collar crime. He represents local and multinational clients active in energy, manufacturing, financial services, automotive, telecom etc. His activity is focused on assistance in complex litigation and international arbitration cases in connection with investments and contractual dealings in Romania. He is one of the very few Romanian lawyers ever to assist in investment disputes in front of ICSID. Emeric is an experienced insolvency & restructuring lawyer, and he has played a key role in numerous debt recovery/ restructuring and insolvency procedures.

Eva Hegedues‑Brown, Partner

Eva is also an attorney at law at Schoenherr Vienna, with 18 years experience. She is a graduate of the University of Vienna, a member of both the Austrian and Romanian Bar and was a researcher in Romanian Commercial Law at the University for Economics and Business Administration in Vienna. She advises on and represents international as well as local clients in the acquisition of industrial, agricultural and forest land in Romania. In addition to her extensive activities in the acquisition of forest land, her experience encompasses the legal aspects of forest management, drafting and negotiating construction contracts, corporate housekeeping, employment law and all other legal questions faced by companies conducting business in Romania.

Adina Jivan, Partner

Adina is specialized in dispute resolution. She provides clients with court assistance in litigation cases related to contentious administrative matters, public procurement, infrastructure contracts under FIDIC conditions, real estate, insurance claims, commercial, corporate, competition, employment, insolvency, product liability etc. Adina's practice includes the coordination of large‑volume projects that refer to handling hundreds of litigation cases, as well as assistance in high‑value disputes referring to claims in the range of hundreds of million EUR per case file. Adina's experience also includes assistance to clients active in various industries in complex international arbitration cases, including under ICC rules.

Monica Cojocaru, Partner

Oana Constantinescu,

Partner

Emeric DomokosHancu, Partner

Eva HegeduesBrown, Partner

Adina Jivan,

Partner

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M adalina Neagu, Partner

Narcisa Oprea,

Partner

Theodor Artenie, Managing Director of Schoenherr Tax Bucharest

M ara MogaPaler, Senior Attorney

Costin Sandu,

Senior Attorney

Madalina Neagu, Partner

Madalina is specialized in corporate/ M&A. She has extensive transactional experience, having assisted on a significant number of high‑profile local and cross‑border M&A deals, with many of them involving leading market players. Madalina has provided expert advice on the buy as well as sell side in all phases of complex share deals, asset deals, transfers of business, corporate restructurings, joint ventures and privatizations, also covering acquisition finance. Her clients portfolio includes major Romanian and multinational companies active in various industries, including banking and finance, private equity, manufacturing, retail, real estate, constructions, telecommunications and media, food, energy, hotels and leisure etc.

Narcisa Oprea, Partner

Narcisa has been head of the capital markets group since 2008, when she joined the firm. With over 20 years of experience in capital markets, Narcisa is a leading capital markets lawyer, having acted on most of the landmark listings and transactions in Romania. She is also an active lobbyist changing the local capital markets legal framework so that it is better aligned with international standards.

Theodor Artenie, Managing Director of Schoenherr Tax Bucharest

Theodor is an experienced certified tax advisor, with a professional experience of over 15 years, including eight years of practice in a Big Four advisory firm.

Theodor has a strong track record in managing complex cross‑border tax projects, advising clients in tax disputes, as well as providing day to day tax advisory to companies active in a variety of industries. Theodor's main area of expertise is value‑added tax (VAT), in which he has extensive knowledge and experience with regard to the relevant Romanian and EU legislation.

Oana Voda,

Senior Attorney

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Mara Moga‑Paler, Senior Attorney

Mara is the head of Schoenherr Bucharest's employment practice. She assists a strong portfolio of national and multinational companies active in a wide range of sectors such as IT&C, financial services, insurance, healthcare, media, infrastructure, agriculture, and investment funds. She has considerable experience in advising on labour and employment matters, including employment relationships, internal policies, discrimination issues, employee mobility, redundancies, disciplinary procedures, trade unions, collective matters including information and consultation procedures, corporate transactions and the Acquired Rights Directive (ARD), contracts with senior executives and corporate governance issues.

Costin Sandu, Senior Attorney

Cosmin is the head of Schoenherr Bucharest's data protection practice. He has coordinated a considerable number of company‑wide GDPR compliance projects for clients active in various industries, including financial services, oil & gas, manufacturing, consumer goods, or biotechnology. Costin provides expert advice on data protection aspects in connection with GDPR compliance programmes, transactions, service agreements, disputes, as well as the clients' day to day activity. He has delivered numerous legal training programs on data protection matters.

Costin has a strong experience in banking and finance, with a particular focus on regulatory and general finance work.

Oana Voda, Senior Attorney

Oana is the head of Schoenherr Bucharest's public procurement practice. She has more than 11 years of experience in public procurement, PPP and concession. Previous job positions include the role of senior legal counsel in a leading legal consultancy firm in the Benelux area, specialised in public procurement and innovation, where she coordinated for five years the EU public procurement and international trade practice group, managing international projects, as well as various positions in top Romanian law firms.

STRATULAT ALBULESCU ATTORNEYS AT LAW Address: 27 Ion Brezoianu Street,

Bog'Art Center, 1st District, Bucharest, Romania Website: www.saa.ro Phone: +40 21 316 87 49 Contact person: Delia Bijnea, Head of Marketing and Communications, DBijnea@ saa.ro, +40 21 316 87 49 Number of lawyers in the firm: 35 Number of local partners: 7

Most representative clients:

GapMinder Venture Partners, World Class Romania, Morphosis Capital, London Partners, Cordia Parcului Residential Project, Hagag Development Victoriei 139 and Hagag Development Pallady 66, VTB Bank (Europe) SE, Gazprom Schweiz, Amphenol, Stratum Energy Romania.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Silviu Stratulat, Managing Partner Practice Area: Real Estate, Corporate M&A

Silviu has extensive experience and expertise in Real Estate and M&A and, in addition to providing outstanding legal advice to our clients, he is also the Managing Partner of Stratulat Albulescu.

He received education in the US, the Netherlands and in Romania and has a bachelor degree in economics and law as well as an LLM.

Andrei Albulescu, Partner Practice Area: Employment, Public Procurement

As a name partner at Stratulat Albulescu, Andrei has been with the firm from near inception. His talent and expertise as a seasoned lawyer, together with his skills as a hands‑on and approachable leader and manager of the firm’s day‑to‑day affairs, provides not only extra value to the firm but also practical insights that are easily transferable to many issues our clients require help with.

Ana‑Maria Kusak, Partner Practice Area: Intellectual Property, Competition, Life Sciences

With 18+ years of legal practice, Ana is an Intellectual Property and Competition specialist. With 15+ years’ experience as IP counselor (Trademarks), certified with the Romanian Office for Inventions and Trademarks and being a European Trademarks and Design Attorney (registered with the European Union Intellectual Property Office), Ana has assisted both local and international clients in a wide range of IP matters.

Silviu Stratulat, Managing Partner

Andrei Albulescu, Partner

Irina Petre, Partner Practice Area: Projects & Energy

Irina comes to Stratulat Albulescu with a resume that reveals an impressive depth of experience in the fields of energy, infrastructure projects and construction law. In addition to her outstanding legal resume, Irina brings a variety of other skills and experiences with her. She studied law at the University of Bucharest and was admitted to the Bucharest Bar. She received an LLM from the University of Trier and she practiced law in a German law office.

Corneliu Popa, Partner Practice Area: Real Estate

Corneliu is a reputable attorney at law with 20+ years of experience in the Romanian and German legal markets.

He is Co‑Head of Real Estate practice alongside Managing Partner, Silviu Stratulat. His practice encompasses a large range of transactions, including real estate, construction&public infrastructure projects, FMCG and mortgage‑backed securitizations, automotive, aviation, press distribution and printing houses.

Ana-M aria Kusak, Partner

Irina Petre,

Partner

Corneliu Popa,

Partner

Ramona Iancu, Partner Practice Area: Corporate, Commercial, M&A

Ramona is a specialist and widely experienced lawyer in Corporate, M&A, Commercial Contracts, Competition, especially in Merger Control, Compliance and Anticompetitive contractual provisions and market behavior. Her areas of expertise cover primarily industry sectors such as Telecom & Media, Healthcare and Pharmaceuticals, and Retail & Consumer Goods.

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R amona Iancu, Partner

Costin Teodorovici,

Partner

Ion Dorobat, Managing Associate

Stefania M aciuceanu, Managing Associate

Miruna Suciu,

Managing Partner

Luminita Popa,

Managing Partner

Costin Teodorovici, Partner Practice Area: Banking & Finance During his 15 years career as a business lawyer focusing on banking&financial services, Costin has gained a reputation as a very knowledgeable and efficient lawyer, with a deep understanding of the economic fundamentals of financial transactions and his clients appreciate his prompt and delivery of clear and business oriented legal solutions.

Ion Dorobat, Managing Associate Practice Area: Litigation and Dispute Resolution

Stefania Maciuceanu, Managing Associate Practice Area: Litigation and Dispute Resolution

Stefania Maciuceanu is a Managing Associate with 12+ years of professional experience. She is a passionate, talented litigator, with extensive court experience, having successfully represented parties to legal proceedings in the Romanian court system as well as at high‑level internal arbitration proceedings.

Ion Dorobat has over 14 years of experience specializing in Dispute Resolution and Intellectual Property matters. He developed noteworthy expertise in a wide range of fields, including intellectual property, commercial and insolvency law, administrative contentious disputes, fiscal law, public procurement, FIDIC, real estate and construction law, criminal law.

SUCIU POPA Address: 15 B/C Maresal Alexandru

Averescu Blvd, 6th Floor, 1st District, Bucharest, Romania Website: www.suciupopa.ro Email: office@suciupopa.ro Phone: +40 374 494 944 Fax: +40 374 094 490 Contact person: Miruna Suciu, Managing Partner, miruna.suciu@ suciupopa.ro; Luminita Popa, Managing Partner, luminita.popa@suciupopa.ro

Number of lawyers in the firm: 26 Number of local partners: 7 Most representative clients: KazmunaiGas and Rompetrol, Enel, Hunt Oil, Daimler AG, Strabag, Hidroelectrica, Hili Properties, Bolt (former Taxify), Black Sea Oil & Gas, SIF Transilvania.

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PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Miruna Suciu, Managing Partner

Miruna Suciu is regarded as one of the most experienced practitioners in mergers & acquisitions, energy & natural resources and related regulatory matters, as well as in finance and capital markets.

She has advised a significant portfolio of top‑tier corporate clients, investment funds, private equity and banks in cutting‑edge transactions.

Luminita Popa, Managing Partner Luminita Popa is a recognized international counsel in dispute resolution, projects & public procurement and energy & natural resources, with an impressive track record that brings along sophisticated clients and significant projects in various sectors. Her cases are constantly bringing her before international arbitral tribunals under the rules of major arbitral institutions, where her clients’ interests find their best representation.

Cleopatra Leahu, Partner

Cleopatra Leahu has substantial experience in energy & natural resources and M&A, acting as leading lawyer in complex acquisitions and project development, as well as in intricate permitting processes. Cleopatra is particularly proficient in the natural resources field, being recognized for her ability to devise tailored structures, often in the face of intense scrutiny.

Dan Ciobanu, Partner

Dan Ciobanu is regarded as a leading practitioner in mergers & acquisitions, as well as in corporate matters and shareholders’ disputes. His professional experience also covers real estate & construction matters, where he advised clients on the whole range of due diligence and construction permitting issues, as well as in land zoning and planning.

Crina Ciobanu, Partner

Crina Ciobanu focuses on domestic and cross‑border real estate investment and finances, with an in‑depth knowledge of all aspects of the transactional market and related financial schemes, specifically regarding the acquisition financings, project financings and general banking matters. Crina frequently represents clients in all aspects of acquisitions, dispositions, development projects, joint ventures and financings.

Andrei Georgescu, Partner

Andrei Georgescu specializes in Romanian and EU competition law but also advises extensively on areas of regulation related to competition law, State aid, regulatory & compliance and pharma. His professional ambit also covers intellectual property matters, data protection law, advertising and contractual issues. Andrei is a Certified Data Protection Officer (Maastricht University).

Vlad Cordea, Managing Associate

With a professional experience of over 12 years in the legal field, Vlad advises domestic and global corporations, as well as international financial institutions, in relation to a broad spectrum of legal aspects concerning mergers & acquisitions, asset and share deals, corporate reorganizations, divestments, debt and equity financing. He was involved in numerous transactions and investment projects with a focus on the energy sector, while also providing legal advice to companies operating in the pharmaceutical, capital markets, retail or the financial and insurance sectors.

Cleopatra Leahu,

Partner

Dan Ciobanu,

Partner

Crina Ciobanu, Partner

Roxana Fercala,

Partner

Roxana Fercala, Partner

Roxana Fercala is dispute resolution, ADR and large‑scale commercial litigation expert. She was involved in numerous international arbitration cases involving complex commercial disputes settled before the ICC, as well as in ad‑hoc proceedings under the UNCITRAL Arbitration Rules, entailing issues pertaining to international commercial law, construction law, as well as international public and private law.

Andrei Georgescu,

Partner

Vlad Cordea,

Managing Associate

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Dr. Florentin Tuca, Managing

Partner

Gabriel Zbarcea,

Managing Partner

TUCA ZBARCEA & ASOCIATII Address: 4‑8 Nicolae Titulescu Ave., America House, West Wing, 8th Floor, 1st District, Bucharest, RO‑011141, Romania Website: www.tuca.ro Email: office@tuca.ro Phone: +40 21 204 88 90 Contact person: Alina Pintica, Chief Marketing and Communications Officer, alina.pintica@tuca.ro, +40 21 204 88 90 Number of lawyers in the firm: 110 Number of local partners: 27 ‑ Bucharest Most representative clients:

Vodafone Romania, Carrefour, Erste Bank Group/Banca Comerciala Romana (BCR), CEZ, Coca‑Cola Romania, McDonald’s, Morgan Stanley Real Estate Investment Management, China General Nuclear Power Corporation, Bursa de Valori Bucuresti (BVB), Astaldi SpA.

Stefan Damian,

Deputy Managing Partner

Cornel Popa,

Partner

Sorin Vladescu,

Partner

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Dr. Florentin Tuca, Managing Partner Practice Area: PPP, PFI and Concessions, Litigation and Arbitration, Corporate and Commercial, Mergers, Acquisitions and Privatisation, Banking and Finance

Florentin is experienced in corporate law, banking law, as well as project finance, concessions and other forms of PPP projects, notably in the fields of infrastructure and energy. He has also conducted, as co‑ordinator, numerous privatisations, joint‑ventures, mergers and acquisitions in various industries. In addition, he has handled domestic and international arbitration, particularly in relation to privatisation and cross‑border disputes.

Gabriel Zbarcea, Managing Partner Practice Area: Mergers, Acquisitions and Privatisation, Energy and Natural Resources, Real Estate, Corporate and Commercial R azvan GheorghiuTesta, Partner

Gabriel’s main areas of expertise are in mergers, acquisitions and privatisation, real estate, corporate and commercial law, energy and natural resources. He has assisted Romanian and foreign companies in international joint ventures and corporate restructuring. He has also acted as a co‑ordinator in mergers, acquisitions and privatisation deals taking place in Romania.

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Stefan Damian, Deputy Managing Partner Practice Area: Mergers, Acquisitions and Privatisation, Capital Markets and Securities, Banking and Finance, Competition Stefan covers complex corporate reorganisations, public and private M&A, as well as post‑privatisation issues and joint‑ventures. He has acted on key‑landmark projects in the banking/ insurance, steel, oil, mining, telecom, pharma industries. His transactional experience includes advising international clients on complex transactions (domestic and cross‑border) or large‑scale investments in various industries (steel, mining, oil, pharma, banking etc).

Cornel Popa, Partner Practice Area: Mergers, Acquisitions and Privatisation, Litigation and Arbitration, Corporate and Commercial, Energy and Natural Resources

Cornel combines top technical skills with commercial acumen to deal with complex and diverse matters. His multi‑disciplinary approach covers large domestic and international joint‑ventures, mergers, acquisitions and privatisation projects, and dispute resolution, conducting domestic arbitration cases, as well as international arbitration under the rules of ICC, ICSID, UNCITRAL, GAFTA.

Sorin Vladescu, Partner Practice Area: Energy and Natural Resources, Electronic Communications and IT, Media and Advertising

Sorin has large expertise across energy and natural resources, including nuclear, electricity, renewable energy, and gas, advising on both specific industry‑related matters, as well as regulatory/compliance, M&A etc. He has also been involved in amending the legal framework for establishing the promotion system for producing energy from renewable energy sources.

Razvan Gheorghiu‑Testa, Partner Practice Area: Real Estate, Corporate and Commercial, Mergers, Acquisitions and Privatisation, Taxation

Razvan specialises in corporate/M&A, real estate, taxation. He co‑heads the firm’s real estate practice group, as well as the firm’s specialised tax division, Tuca Zbarcea & Asociatii Tax SRL. He was also directly involved in a number of important Greenfield investments in sectors such as retail, consumer goods, steel, energy, telecommunications, oil and gas, pharma, as well as large‑scale infrastructure projects with a real estate component.

Ciprian Dragomir, Partner Practice Area: Mergers, Acquisitions and Privatisation, Environmental Law and Permitting, Intellectual Property, Healthcare and Pharmaceutical Law, Data Protection Ciprian has a solid background in M&A/ privatisation, as well as environmental law. He is also a certified intellectual property counsellor for trademarks, co‑ordinating the firm's IP practice group and a certified insolvency practitioner.

Other areas of practice cover healthcare and pharmaceutical law, and personal data protection.

Robert Rosu, Partner Practice Area: Litigation and Arbitration

As a litigator and one of the firm’s co‑ordinators of the litigation and domestic arbitration practice group, Robert has briefed and argued in front of domestic and international courts for Romania's government and foreign investors. His practice covers commercial litigation, administrative, competition, employment, IP, taxation, enforcement procedures and criminal litigation.

Ioana Hrisafi‑Josan, Partner Practice Area: Litigation and Arbitration

Ioana is a pleading lawyer before domestic and international courts, covering commercial cases, including complex insolvency proceedings, competition law‑related litigations, labour disputes, contentious and administrative disputes, tax disputes and real estate litigation.

Levana Zigmund, Partner Practice Area: Litigation and Arbitration, Corporate and Commercial, Mergers, Acquisitions and Privatisation

Levana deals with arbitration proceedings under leading institution rules, including UNCITRAL, ICC, ICSID. She has also acted in complex commercial, real estate, fiscal and administrative disputes. Levana regularly assists public and private companies in joint‑ventures, corporate governance matters, corporate/commercial transactions, business transfer projects, cross‑border investments and has extensive experience in regulatory matters.

Ciprian Dragomir,

Partner

Robert Rosu,

Partner

Raluca Vasilache, Partner Practice Area: Competition, Intellectual Property

Raluca co‑ordinates the firm’s competition/ antitrust area of practice. She advises on investigations with the Romanian Competition Council, dawn raids, State aid matters, as well as on litigation involving competition law issues. She has undertaken procedures of reviewing M&A and reorganisation projects under antitrust and competition law. Raluca is also experienced in intellectual property matters.

Oana Ureche, Partner Practice Area: Real Estate, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Oana focuses on real estate and M&A with a strength in corporate acquisition and sale transactions, related financing issues and preparation of complex sale‑purchase operations, having advised sellers and buyers in sophisticated transactions.

She has been involved in major retail, residential and office developments, infrastructure and Greenfield developments.

Dan Borbely, Partner Practice Area: Real Estate, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Across residential, office and retail projects, Dan has handled legal and regulatory issues in purchase and sale, property finance, leasing and concession, property insurance, public/private construction, public works, property development and investment, mortgages and other collaterals, as well as recovery and security enforcement, joint ventures and leasing properties.

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Ioana HrisafiJosan, Partner

Levana Zigmund,

Partner

R aluca Vasilache, Partner

Oana Ureche, Partner

Dan Borbely,

Partner

Serban Paslaru,

Partner

Serban Paslaru, Partner Practice Area: PPP, PFI and Concessions, Employment

Serban specialises in public procurement, concessions and other forms of PPP, especially in infrastructure (toll roads, rail, ports) and public utilities. He also co‑ordinates the firm’s employment law practice group, advising on the full range of labour‑related matters, including termination of employment and lay‑offs, restructuring programs, collective bargaining agreements, etc.

Mihai Dudoiu, Partner Practice Area: Banking and Finance

Mihai Dudoiu,

Partner

Mihai heads the firm’s banking and finance practice group. He acts for local and international credit institutions financing projects in Romania, with a particular focus on renewable energy and natural resources. He also specialises in advising on restructuring of non‑performing loans, trading of distressed assets and other pre‑insolvency matters.

Ionut Serban, Partner Practice Area: Litigation and Arbitration

Ionut Serban,

Partner

Christina Vladescu,

Partner

Ioana Gelepu,

As a pleading lawyer, Ionut has appeared before Romanian courts at all levels, domestic and international courts of arbitration in complex civil law, corporate and commercial, contentious‑administrative, labour and fiscal disputes, complex bankruptcy and reorganisation proceedings, forced execution and debt recovery measures, as well as criminal law cases.

Christina Vladescu, Partner Practice Area: Litigation and Arbitration

Christina has built up a recognised business litigation practice combining a thorough understanding of the local judicial system with advocacy skills as a trusted legal adviser and pleading lawyer. She has argued and briefed complex civil and commercial cases, in matters concerning ownership, civil and commercial agreements, enforcement procedures, contractual and tort liability cases, corporate law disputes, unfair competition and insolvency matters.

Partner

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Ioana Gelepu, Partner Practice Area: Litigation and Arbitration

Ioana has successfully handled a large array of litigation cases involving areas such as civil, commercial (including challenges and claims against privatisation procedures), administrative (including tax and customs litigation), and labour law (including cases seeking to overturn decisions for disciplinary sanctions, payment of salary rights and collective bargaining agreements concluded at company level).

Silvana Ivan, Partner Practice Area: Capital Markets and Securities, Corporate and Commercial, Mergers, Acquisitions and Privatisation

Silvana works as part of the firm’s capital markets, as well as corporate/commercial, M&A/privatisation practice groups. Her clients include renowned multi‑national companies, listed companies, investment firms, investment management companies and other top players on the market, including the main capital market authorities. She holds a L.L.M. in International Business Law.

Irina Moinescu, Partner Practice Area: Energy and Natural Resources, Corporate and Commercial, Mergers, Acquisitions and Privatisation

Irina specialises in energy law, with a focus on the electricity sector. She is experienced in dealing with privatisation projects in the electricity and gas sectors, regulatory matters, M&A and corporate issues.

She also has technical knowledge and sector‑specific experience in nuclear energy, advising on Romania’s largest investment in the field.

Catalin Baiculescu, Partner Practice Area: Corporate and Commercial, Mergers, Acquisitions and Privatisation, Banking and Finance, Electronic Communications and IT, Media and Advertising

Catalin has advised on many high‑profile M&As and Romanian (post‑) privatisations.

He also specialises in banking and finance, where he has covered the full spectrum of banking regulatory legal issues and compliance, syndicated loans, project finance transactions, bank restructuring and privatisation. Furthermore, he is a skilled and resourceful lawyer in electronic communications/IT, as well as media and advertising.

Cristian Radu, Partner Practice Area: Corporate and Commercial Mergers, Acquisitions and Privatisation, Energy and Natural Resources

His practice centres on mergers and acquisitions and general corporate and commercial law, and he is also a gaming law specialist, a niche area of practice in Romania. Cristian has experience in a variety of industries, including oil and gas, agribusiness, FMCG and the financial sector, and has acted for some of the flagship companies in these fields.

Vlad Cercel, Partner Practice Area: PPP, PFI and Concessions, Electronic Communications and IT, Corporate and Commercial

Vlad has a wealth of practical experience in advising on the application and implementation of the various stages of procedures for awarding PPP and concession contracts. In addition, he has amassed considerable industry knowledge and expertise in advising on regulatory matters affecting the electronic communications and IT field, being one of the main co‑ordinators of the firm’s projects in this area.

Dragos Apostol, Partner Practice Area: Mergers, Acquisitions and Privatisation, Corporate and Commercial, Real Estate

Dragos specialises in mergers, acquisitions and privatisation, as well as corporate and commercial law. He has advised on numerous joint ventures, assets and share sales and purchases, mergers, acquisitions, business transfers and reorganisations, as well as privatisation and concession projects. He also covers real estate development, investment, sale and purchase, real estate planning, commercial leasing and property management issues etc.

Gabriela Anton, Partner Practice Area: Banking and Finance, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Gabriela has advised credit institutions, investment funds, and other international financial institutions, as well as borrowers, on a wide range of transactions, such as project finance and corporate finance in various industries. She has also been involved in mergers and acquisitions, privatisations, restructuring projects and the transfer of banking assets, including non‑performing loan portfolios. She recently advised on the largest acquisition of a portfolio of secured non‑performing corporate loans in the CEE region.

Anca Puscasu, Partner Practice Area: Litigation and Arbitration, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Anca represents clients in arbitrations before important arbitral forums including ICSID, ICC, GAFTA and VIAC. She has experience managing claims arising out of privatizations, sale and purchase agreements, natural resource concessions, contracts with States and state‑entities. Her practice also covers advising on various M&A projects, as well as on corporate and commercial law for clients active in mining, oil & gas, electric power, railroads, banking, financial services, retail, real estate and manufacturing industries.

Silvana Ivan,

Partner

Irina Moinescu,

Partner

Catalin Baiculescu, Partner

Cristian R adu, Partner

Gabriela Anton,

Vlad Cercel,

Anca Puscasu,

Dragos Apostol, Partner

Partner

Partner

241

Partner

Horia Ispas,

Partner

Alexandru Cristea, Partner

Horia Ispas, Partner Practice Area: Mergers, Acquisitions and Privatisation, Corporate and Commercial

He has advised on private mergers and acquisitions, as well as privatisation projects involving major state‑owned companies. He has structured and negotiated complex transaction documentation, such as shares sale and purchase agreements, business transfer agreements, joint‑venture contracts, as well as side commercial agreements etc. He coordinated numerous M&A and corporate restructuring projects in the banking, oil and gas, mining fields, as well acquisition deals in the dynamic private pensions industry.

Alexandru Cristea, Partner Practice Area: Tax

Alexandru is a Partner with Tuca Zbarcea & Asociatii Tax S.R.L., an affiliate of Tuca Zbarcea & Asociatii law firm. His experience focuses primarily on indirect taxation, having broad knowledge in tax planning and international efficiency structures, as well as in VAT and excise duty audits. His clients come from a variety of industries, mainly Energy, Finance and FMCG.

VLASCEANU, ENE & PARTNERS ‑ PROFESSIONAL LIMITED LIABILITY LAW FIRM Daniel Vlasceanu,

Founding Partner

Stefan Ene,

Founding Partner

Address: 8 Stelea Spataru Street, Ap.

Vienna University of Economics and Business (2016), a “Power to Manage” program at IMD Business School in Switzerland (2012) and an International Law Master program at Vienna University (2008).

Number of lawyers in the firm: 5 Number of local partners: 2

Stefan Ene, Founding Partner

5, 3rd District, Bucharest, Romania Website: www.vepartners.ro Email: office@vepartners.ro Phone: +40 31 405 30 07 Contact person: Raluca Teodorescu, raluca.teodorescu@vepartners.ro

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Daniel Vlasceanu, Founding Partner

Daniel is coordinating the Oil&Gas/ Energy, Corporate & Commercial, Real Estate and Public Procurement Practices.

He is highly experienced, with a deep commercial acumen, representing a unique mixture of pure legal consultancy (gained within top tier law firms) combined with over 10 years of applied business perspective (within the largest oil & gas operator in SEE region). There he progressively advanced to middle management positions, moving into the Business Development Department where he managed various projects of national importance. Daniel has a well‑grounded international education as he graduated an Energy MBA at WU

242

Stefan is coordinating the Environmental, Employment, European Funds and the Data Processing Practices.

Stefan is highly experienced in the business legal field, having worked within the Legal Department of the largest oil & gas operator in the SEE region, where he coordinated the Environmental Practice. He distinguishes itself through the thorough legal background, excellent knowledge of the business aspects, the long‑time practice in the field of law and the high magnitude (some of national strategic importance) of the projects he managed.

VOICU & FILIPESCU SCA Address: 31 General Ernest Brosteanu Street, 1st District, Bucharest, RO‑010527, Romania Website: www.vf.ro Email: office@vf.ro Phone: +40 21 314 02 00 Fax: +40 21 314 02 90 Contact person: Daniela Comsa, daniela.comsa@vf.ro

Number of lawyers in the firm: 20 Number of local partners: 8 Most representative clients: Allianz Partners, Baker Hughes, Bel Rom, Dell, Ecolab, Gothaer, General Electric Medical Systems, Metro, Profi Rom Food, OTP Bank, REWE Romania.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES

Daniel Voicu, Managing Partner

Daniel Voicu advises international and Romanian clients active in various industries like food & beverages, telecommunications, pharmaceutical, tobacco, real estate, chemicals, professionals services, IT&C, tires, banking on a wide range of practices including corporate, mergers and acquisitions, real estate, construction, contracts.

Mugur Filipescu, Co‑founding Partner

Mugur Filipescu has extensive experience in mergers and acquisitions, banking and financial transactions, as well as general corporate and commercial, contracts.

He has strong negotiation skills and has structured numerous deals on markets such as financial services, energy, FMCG, telecommunications, auto, wood.

Marta Popa, Senior Partner

Marta is an experienced lawyer, covering public procurement and PPP, employment, data protection, outsourcing, mergers and acquisitions, energy, TMT, project finance, general commercial. Her clients’ portfolio includes companies active in IT&C, outsourcing, professional services, financial services, FMCG, energy, medical devices, manufacturing.

Alex Tabacu, Partner

Roxana Negutu, Partner

Roxana has extensive experience in all aspects of commercial real estate, having been involved in major transactions on the Romanian market, advising commercial, industrial, financial, institutional and individual clients. She is the exclusive winner three year in a row starting 2017 of ILO Client Choice Award for Romania in real estate.

Daniel Voicu, Managing Partner

Mugur Filipescu,

Dumitru Rusu, Partner

Co-founding Partner

Raluca Mihai, Partner

M arta Popa,

Alex Tabacu, Partner

Partner

Dumitru is an experienced banking & finance and capital markets lawyer, advising international and Romanian financial institutions on regulatory and commercial legal matters, as well as project management, both in private practice and, previously, as in‑house lawyer for Raiffeisen banking group.

Raluca's main practice focuses on public procurement, employment and litigation including related administrative and court disputes; and she is licensed as procurement expert. She provides expert advice on a wide variety on general corporate and commercial, contracts, energy and litigation. She is the exclusive winner of 2017 ILO Client Choice Award for Romania in projects and procurement.

Senior Partner

Roxana Negutu,

Alex is the head of the group’s specialized tax and accounting company, Voicu & Filipescu Tax Advisers SRL. He is a very experienced tax and accountancy expert and financial adviser, providing local and multinational companies with specialized services regarding their business in Romania.

Mariana Popa, Partner

Mariana is an experienced lawyer and insolvency practitioner ‑ member of UNPIR. She runs Voicu & Filipescu group’s insolvency specialized company VF Insolventa SPRL, focusing her practice on insolvency administration/liquidation and restructuring. She is also an experienced trainer and speaker in specialized events.

M ariana Popa,

Partner

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Dumitru Rusu,

Partner

R aluca Mihai, Partner

Bryan Wilson Jardine,

Managing Partner

Claudia Chiper,

Partner

WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA Address: 4 Vasile Alecsandri Street,

The Landmark, Building A, 4th Floor, 1st District, Bucharest, RO‑010639, Romania Website: www.wolftheiss.com Phone: +40 21 308 81 00 Contact person: Mihaela Hodivoianu, mihaela.hodivoianu@wolftheiss.com Number of lawyers in the firm: 30 Number of local partners: 4

Most representative clients:

Blackstone, Ingka Investment, Revetas Capital, Cerberus Global, Bain Capital, Oracle, Banca Comerciala Romana, Raiffeisen Bank International AG, Glaxosmithkline, Lukoil Europe Holdings BV.

PARTNERS AND DEPARTMENT COORDINATORS PROFILES Ileana Glodeanu,

Partner

Flaviu Nanu, Counsel

Bryan Wilson Jardine, Managing Partner

Bryan Wilson Jardine is the Managing Partner of the Bucharest office since 2005, when he assisted in establishing the local presence of Wolf Theiss in Romania. A California‑admitted (since 1990) and registered foreign lawyer with the Bucharest Bar Association, Bryan has lived and worked in Romania since 1996. Over the course of his U.S. and international legal career spanning nearly thirty years, he has provided legal advice on privatizations, corporate M&A, energy law, regulatory and public procurement, dispute resolution and real estate to a number of high profile clients active in various business sectors in the CEE/SEE region.

Claudia Chiper, Partner Adelina IftimeBlagean, Counsel

Claudia is a Partner with Wolf Theiss and the coordinator of the banking and finance practice of the Bucharest office.

With almost fifteen years of experience in the legal field, Claudia specializes in banking, finance, and capital markets.

Highly praised by clients, Claudia has extensive experience in dealing with and coordinating finance transactions as well as advising international and domestic credit institutions, financial companies, and corporations in relation to regulatory aspects of Romanian law, and capital markets law. In addition to a Romanian law degree, she holds an LLM degree awarded by Queen Mary University of London.

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Ileana Glodeanu, Partner

Ileana is a Partner at Wolf Theiss and the coordinator of the Corporate/M&A team in Bucharest. As a talented and professional lawyer, who enjoys high positive name recognition on the M&A market, Ileana is extremely active and has advised on some of the largest transactions concluded in the past few years in Romania. She has a solid profile as a leading expert with a particular focus on energy, TMT and pharma, also excelling in the field of employment and insolvency restructuring. Ileana has also received several awards as woman in business law in Romania and in Europe, in recognition of her achievements.

Flaviu Nanu, Counsel

Flaviu is Counsel with the Wolf Theiss Bucharest office and the coordinator of the Real Estate team in Bucharest. He specializes in real estate law, energy, as well as in mergers and acquisitions.

Having over fifteen years of experience in the legal field, Flaviu has advised national and international clients with respect to real estate investment and development in Romania, including the planning and construction of offices, residential and retail facilities, securing building rights and lease agreements. Flaviu holds a LL.M. from the Queen Mary University of London and a Maitrise in European Law from University of Paris I Pantheon‑Sorbonne.

Adelina Iftime‑Blagean, Counsel Adelina is a Counsel in the Bucharest office of Wolf Theiss and the coordinator of the Employment practice. Throughout her more than 15 years of legal consultancy expertise, she has been involved in a wide range of transactions and projects in the areas of employment, compliance, regulatory, corporate M&A and capital markets. She has advised in relation to numerous cross‑border and national employment projects, such as company/group level compliance checks, vendor or seller due diligence processes, whistleblowing assessments, group level corporate governance implementation and unification projects, cross‑border transfers of personal data, implementation of stock options and similar plans.

contents editorial 4 EMBRACING CHANGE IN THE LEGAL PROFESSION

general trends

8

GOOD PERFORMANCE FUNDAMENTALLY CONDITIONED

BY LEGISLATIVE STABILITY AND INVESTMENT

corporate M&A

10

LACK OF PREDICTABILITY HAVE A SIGNIFICANT IMPACT ON INVESTMENTS, ALBEIT M&A VOLUMES STILL REMAIN HIGH

banking 36 FINANCIAL SECTOR GROWTH POTENTIAL PUT TO DANGER BY UNPREDICTABLE LEGAL FRAMEWORK CAPITAL MARKETS - HIGH HOPES AS ROMANIA IS PROMOTED TO EMERGING MARKET STATUS

energy 64 SUSTAINABLE DEVELOPMENT OF THE ENERGY SECTOR ENDANGERED BY LEGISLATIVE CHANGES

real estate

80

LIVING THE MOMENT OR PREPARING FOR A HARSH LANDING IN REAL ESTATE?

competition 102 COMPETITION LAWYERS GET BUSY FOLLOWING COMPETITION COUNCIL INCREASED ACTIVITY

PPP 126 DECADES OF PROMISES TO ENACT A FUNCTIONAL LEGISLATION FOR PPP

white collar crime

142

ASSISTING BUSINESSES IN THE FIGHT WITH ECONOMIC AND FINANCIAL FRAUD

litigation 154 LITIGATION & DISPUTE RESOLUTION PRACTICE IN MOST LAW FIRMS FACE A WEALTH OF CASES

tax 174 THE CRITICAL NEED FOR FISCAL PREDICTABILITY

LAWYERS’ PROFILES

188

ALBOTA LAW FIRM

189

CATANICIU SI ASOCIATII

190

BIRIS GORAN SPARL

191

BUDUSAN ALBU SI ASOCIATII

193

BULBOACA SI ASOCIATII

194

CLIFFORD CHANCE BADEA

195

GNP GUIA NAGHI & PARTNESR

196

D&B DAVID SI BAIAS

197

MIRCEA SI ASOCIATII

198

DENTONS EUROPE ‑ ZIZZI‑CARADJA SI ASOCIATII SPARL

199

DOBRINESCU DOBREV SCA

200

EVERSHEDS SUTHERLAND ROMANIA

202

FILIP & COMPANY

203

GRUIA DUFAUT LAW OFFICE

205

IONESCU SI SAVA

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KINSTELLAR 207 TONCESCU SI ASOCIATII SPRL (KPMG LEGAL)

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LOSPA LAWYERS

210

MARKO & UDREA

211

MPR PARTNERS | MARAVELA, POPESCU & ROMAN

212

MITEL & ASOCIATII

213

MUSAT & ASOCIATII

214

NESTOR NESTOR DICULESCU KINGSTON PETERSEN

217

NOERR 221 PETERKA & PARTNERS

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POPOVICI NITU STOICA & ASOCIATII

224

PLACINTESCU RITI LUCIAN

226

RADULESCU & MUSOI ATTORNEYS AT LAW

227

RTPR ALLEN & OVERY

228

SCHOENHERR SI ASOCIATII SCA

232

STRATULAT ALBULESCU ATTORNEYS AT LAW

235

SUCIU POPA

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TUCA ZBARCEA & ASOCIATII

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VLASCEANU, ENE & PARTNERS ‑ PROFESSIONAL LIMITED LIABILITY LAW FIRM

242

VOICU & FILIPESCU SCA

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WOLF THEISS RECHTSANWALTE GMBH & CO KG SCA

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