Capital Markets & Securities
Capital markets is one of our firm’s core practice areas.
Some of the biggest banks and companies operating in Romania have turned our team, led by Ionut Bohalteanu and Daniela Milculescu.
Indeed, we count the Bucharest Stock Exchange itself as one of our clients in an ample demonstration of the high esteem in which our capital markets expertise is held. Equally proficient acting for banks, companies or international investment funds, our lawyers provide clients with one of the most adept offerings available in the market.
- Assisting the Bucharest Stock Exchange in connection with the incorporation and preparation for authorization in Romania of a central counterparty, as a financial institution that takes on counterparty credit risk between parties to a transaction and provides clearing and settlement services for trades in foreign exchange, securities, options, and derivative contracts. Legal assistance includes also assisting the client in relation to the authorization of the Romanian central counterparty with the Financial Supervisory Authority and the National Bank of Romania.
- Advising the investment banking and brokerage arm of the National Bank of Greece Group with respect to various capital markets regulatory issues in relation to retail and institutional clients; legal assistance included also assisting the client in relation to the Central Depository and the Bucharest Stock Exchange.
- Assisting a multinational bank on the share capital increase of one of the largest electricity producers in Romania in one of the most prestigious recent Romanian capital markets instructions.
- Advising a major Romanian real estate developer on multiple mandates, two of which had an aggregate value of €50m. We guided the company to its successful closure of a €20m share capital increase in July 2014 and structured a €30m non-convertible corporate bonds issuance. In addition, we advised it on the implementation of new corporate governance regulations enforced by the Bucharest Stock Exchange.
- Advising the Bucharest Stock Exchange in connection with the implementation of a complex digitalization project envisaged for the participation of the shareholders of the listed companies to the General Meetings by means of a platform made available by a services provider, as well as for online onboarding of underwriters’ retail clients for the purpose of trading on the regulated market.
- Advising the leading broker in the Romanian stock market with respect to the attempted acquisition of a qualifying participation in a company listed on the Bucharest Stock Exchange; legal assistance included drafting the documentation necessary for the approval of the acquisition by the Financial Supervisory Authority;
- Advising Beesfund, a Polish equity crowdfunding platform based in Poland, in connection to the contemplated establishment of an equity crowdfunding platform on the Romanian market. Legal advice included preparation of a complex legal memorandum on the assessment of the business model from a Romanian law perspective, including MIFID II and related laws.
- Advising the Bucharest Stock Exchange in connection with various legislative initiatives with impact on Romanian capital market.
- Advising one of the most important Romanian producers of building materials on multiple projects including a cash capital increase by conversion of debts and the implementation of new Bucharest Stock Exchange corporate governance rules.
- Advising Aforti Exchange Romania SA, a member of Aforti Holding Polish group in connection to the attempted acquisition of a Romanian company having as main object of activity the management of investment funds, part of Tradeville group. Legal advice included the preparation of an appeal against the decision of the Financial Supervisory Authority rendered on the acquisition of the target company, as well as representation of the client relation with the authority.
- Advising the Bucharest Stock Exchange in connection with the envisaged implementation of a project related to the outsourcing of several activities by BVB, central counterpart and Central Depository to a common entity.
- Advising a Luxembourg-based investment fund on a wide range of capital markets issues concerning its interests in various Romanian companies listed on the regulated market.
- Advising one of the largest electricity producers in Romania on its capital increase by cash contribution and debt-swap, including revision of the prospectus for the share capital increase.
- Advising an important local distributor of seeds, acting as exclusive distributor in Romania of a multinational company in the field, in connection with its attempted listing on the Romanian alternative trading system (AeRo).
- The consortium formed by Raiffeisen Capital & Investment, BRD Groupe Société Generale, Citigroup and Swiss Capital S.A. was assisted by our lawyers in connection with the initial public offering for the sale of 105% in Electrica SA and its admission to trading on the Bucharest Stock Exchange. Legal advice covered consisted of conducting an extensive due-diligence exercise on the target company, preparation and drafting of the prospectus, as well as providing assistance to intermediaries during the entire initial public offering and the listing on the Bucharest Stock Exchange of thereof.
- Our lawyers provided legal advice to the consortium formed by Swiss Capital and BT Securities involved in the successful initial public offering for the sale of 10% of the share capital held in SN Nuclearelectrica S.A. on the Bucharest Stock Exchange. Legal assistance included drafting the legal due diligence report and the offering prospectus, as well as the provision of ECM regulatory support throughout the entire process.
- Our lawyers advised the Privatization and Management of State’s Participations Department (D.P.A.P.S., former OPSPI) in connection to the successful SPO for the sale by the Romanian State of 15% of the shares held in Transgaz, with a total value of approx. €72m.
- Our lawyers were involved in assisting the Privatization and Management of State’s Participations Department (D.P.A.P.S., former OPSPI) regarding the secondary public offering for the sale, by the Romanian State, of 15% of the shares held at Transelectrica SA, with an estimated value of €37m.
- Our lawyers assisted the consortium formed by Swiss Capital and Banca Carpatica involved in the initial public offering for the sale by the Romanian state on the Bucharest Stock Exchange of 20% of the shares held in Tarom S.A.
- The consortium formed by BRD Groupe Société Générale and Swiss Capital was assisted by our lawyers in the attempted initial public offering related to the issuance of a stake between 12% and 15.29% of the share capital of Complexul Energetic Oltenia, a leading State-owned energy producer on Romanian market.