Corporate & Commercial
The highly regarded international experience of partners Ionut Bohalteanu and Daniela Milculescu, co-heads of the corporate and commercial department, make our firm a natural choice for any company with business interests in Romania.
Our sector experience is vast, covering multiple areas from high-end energy instructions for European and Chinese multinationals, to major Romanian mandates in the FMCG, real estate and technology sectors among others. Our work is most often very high-value in nature, particularly by Romanian standards, and we have acted on transactions up to €50m.
We assist our clients with all aspects of corporate and commercial, as demonstrated below.
- Advising the main shareholder of a Romanian financial institution, part of an international reputed group with respect to the contemplated sale of its participation to an affiliated company. Legal assistance included drafting a legal memorandum covering the legal aspects of such share sale, including corporate formalities, regulatory aspects deriving from the capacity of the target company as entity supervised by the National Bank of Romania.
- Advising CCP.RO Bucharest SA, a company pending authorization as central counterparty in connection to a wide range of corporate and commercial matters, including preparing the documentation for the board of directors meeting and assisting the client during the meeting, as well as preparing the management agreements for the company’s managers.
- Assisting a State-owned energy producer in connection to the assessment of its legal options following the annulment of the general meeting shareholders resolution by which was approved the transfer in lieu of payment of several assets owned by another State-owned company.
- Advising Premier Energy S.R.L., an important gas supplier and distributor from Romania, in connection to various post-transaction corporate operations related to the acquisition of a natural gas supplier and distributor in insolvency, such as change of the special director, registration of the new shareholding structure of the company, amendment of the reorganization plan within the insolvency procedure, etc.
- Advising the Ministry of Communications and Information Society of Romania in connection with the share capital increase by the majority shareholder for a State-owned company. Legal assistance included preparing a complex legal report regarding the possibility to increase the share capital by issuance of a share premium and debt-to-equity swap.
- Advising a Romanian company acting in the petroleum services field, with respect to various corporate matters in the context of a transfer of undertaking from a Romanian integrated oil company, part of the largest oil and gas producer group in Southeast Europe.
- Assisting a top international law firm on the envisaged project regarding the sale of a majority package of one of their clients, part of a very important international group acting in the IT systems field, on what concerns the commercial and tax aspects regarding the envisaged transaction, at least three jurisdictions being involved.
- Assisting the largest petrol distribution company from Romania with respect to the envisaged corporate restructuring; legal assistance included drafting a proposal for the amendment of the articles of incorporation.
- Advising an Austrian company part of one of the leading insurance groups in its core markets of Central and Eastern Europe in relation to various coverage issues under a liability and fidelity insurance of one of its clients. Our advice included preparing a complex memorandum on corporate matters such as liability of directors, fraudulent management, responsibility of auditors, as well as financial and tax issues.
- Assisting Christian Tour group, one of the largest tour operators in Romania on the restructuring of the companies within the group (i.e., from Romania, Spain, Greece, Serbia, Turkey, Poland and the Netherlands), as well as in cross border projects involving acquisitions of 100% of the shares of certain Greek, Hungarian and Serbian companies.
- Assisting a Romanian company acting in the pharmaceutical industry, more specifically distribution of medical devices in connection to several dispute matters concerning the provision of medical devices to a State-owned hospital.
- Advising Cognetik SRL, a Romanian company acting in the IT field providing digital consultancy services, such as data collection, data analysis and business intelligence, in connection to various corporate matters.
- Advising one of the most important Austrian banks in connection to a range of corporate matters related to a project finance transaction concluded with an important Romanian company acting in the real estate field.
- Advising Anima Wings Aviation S.A., a Romanian air operator, in connection to a wide range of commercial and regulatory matters, such as amendment of the articles of incorporation, changing the shareholding structure, change of director, preparing the relevant documentation for receipt, delivery and registration of the aircraft in Romania, etc.
- Advising one of the largest global consumer healthcare product companies, on various corporate and commercial matters, including drafting a legal opinion on the specific payments made by the company’s clients, legal advice on company’s various promotions, regulations on misleading advertising and on labelling requirements for various products traded by the company, etc.
- Assisting a global healthcare company on a wide range of corporate and commercial matters in the context of the company’s transition to sales affiliate, as well as on various matters pertaining to day-to-day activity.
- Advising a Romanian company part of a reputed Austrian real estate group active in the real estate field, in connection to a complex increase of share capital by debt-to-equity swap. Legal assistance included the preparation of the statutory documentation and representation of the client in front of the Trade Registry.
- Advising Pole To Win Romania SRL, the Romanian subsidiary of a global leader in quality assurance, customer experience, localization and audio production services, in connection to a wide range of commercial and corporate matters pertaining to day-to-day activity.
- Advising a Romanian entity part of a global group offering global, regional, and local expertise on technology and industry opportunities and trends in connection with various corporate and commercial matters such as change of headquarters, a share capital increase by debt-to-equity swap.
- Advising MCP Holding BV, a Dutch holding part of Memento Group in connection with the incorporation of a joint stock company to be authorized as air operator.
- Advising Aforti Exchange Romania SA, part of Aforti Holding Polish group, on a wide range of corporate and commercial matters, such as preparing the documentation for an attempted bond issuance in a total amount of €3m, preparing various policies regulating the company’s activity, etc.
- Advising Ion Mos, a Romanian company active on the spices and ingredients production market in connection to various corporate and commercial matters, including the liquidation of several affiliated companies and a wide range of matters pertaining to the day-to-day activity.
- One of the most important Romanian producers of building materials asked for our assistance in a wide range of corporate and commercial mandates. These included a share capital increase by cash contribution and debt-to-equity swap; advising the Board of Directors and General Assembly on various corporate matters; amending the board of directors’ internal regulations.
- Advising the investment banking and brokerage arm of the National Bank of Greece Group regarding the liquidation process.