Company & Commercial law

Legal services

  • Legal advice and assistance in incorporation of companies and non-profit organisations (associations, foundations etc.).
  • General legal advice and assistance in the amendment procedures for constitutive documents with respect to the management and shareholders’ structures, share capital increases and decreases, headquarters, scope of business, as well as liaison with the relevant authorities (trade registry, fiscal authorities, public notaries etc.).
  • Assistance at meetings of the shareholders, boards of directors and draft of subsequent documents.
  • Drafting, reviewing and negotiating versions of commercial agreements, such as: management, mandate, joint-venture, transfer of undertaking, distribution, supply of services, sale of goods contracts and others.
  • Conducting legal due diligence reviews of the companies, for internal purposes or in the context of different transactions.
  • Full assistance at conclusion of transactions, draft and negotiation of clauses in sale-purchase agreements.
  • Specialized legal advice in case of mergers, acquisitions, spin-offs, dissolutions of companies.
  • Advice on any corporate law issues.

Relevant projects

Our attorneys have been involved in handling projects such as:

  • Legal assistance provided to a major technology company listed on the Bucharest Stock Exchange for the acquisition of a stake in a technology start-up, including the due diligence and contractual negotiation stage.
  • Comprehensive corporate law assistance provided to a major technology company listed on the Bucharest Stock Exchange, including share capital increase operations through public offering or debt conversion.
  • Legal assistance granted to the largest operator of postal services in Romania with respect to implementing the corporate governance process and consultancy offered to the board of directors and the executive management for aspects of commercial and corporate law.
  • Collaboration with Pinsent Masons Germany and assistance granted to an IT company in view of acquisition of a group of companies, by a multinational transaction.
  • Assistance regarding the corporate governance granted to an important IT&C distributor, with an annual turnover of euro several million.
  • Consultancy in the process of implementing a new corporate governance for the Romanian state-owned passenger railway transport company, based on the professional standards in the private sector, as well as subsequent legal assistance to the board of directors.
  • Legal assistance in connection with the acquisition, by a foreign non-EU company, of a division of one of the largest Romanian companies specialized in IT security solutions – due diligence followed by drafting and negotiation of main agreements, pursued by ongoing post-transaction assistance.
  • Legal assistance granted to a Romanian renewable energy producer during negotiations with turbine suppliers, construction companies and suppliers of other energy production equipment, for the development of new wind farm projects or other renewable energy projects.
  • Legal assistance granted to a major telecom operator for the evaluation of a possible merger with another operator, which would lead to the creation of a new leader on the Romanian telecom market.
  • Assistance granted to a major telecom operator in the process of privatization, including preparation of the company for the evaluation process in view of the transaction between the shareholders, interaction with the shareholders and their attorneys from Romania and abroad.
  • Coordination of the elaboration and implementation of the legal strategy for a major telecom operator during a Euro 120 million transaction, including its negotiation, assistance in the communication process in connection with the authorities, including the regulatory authority for the new license; the legal team involved included both Romanian and foreign attorneys.
  • Legal assistance granted to one of the largest providers of medical services in Romania in connection to the fulfilment of lease agreements valued at EUR several million.
  • Consultancy for a real estate developer in relation to a transaction with an existing partner, for a new project of Euro several million to be developed in Bucharest.
  • Advising a large real estate developer on corporate governance aspects.
  • Elaboration of the legal strategy for a major telecom operator for a potential listing on the stock markets of Bucharest and London, coordinating the legal team which included Romanian and foreign attorneys.
  • Strategic consultancy and legal assistance for the termination/restructuring of commercial agreements with various suppliers, in total amount exceeding Euro 600 million.
  • Legal assistance in the period 2006-2011 on corporate law aspects granted to a world-renowned foundation with respect to its holdings and investments in Romania.
  • Legal due diligence, during the period 2006-2010, at the request of potential foreign or domestic investors, large companies or investment funds, in view of acquiring Romanian companies with different objects of activity, namely: a company holding a TV license, a leasing company, a naval shipyard, a metallurgy plant, a company performing clinical studies in Romania, a company owning a chain of supermarkets, a plastic producer, a company performing in the furniture industry, a factoring company, a company operating distribution of food and clothing, a paper production company etc.
  • Legal due diligence in 2007 of the Romanian subsidiary of a Greek company, producer of aluminium carpentry, in view of its listing on the Athens stock market, project which also implicated the cooperation with attorneys from Greece and Bulgaria.
  • Full due diligence of a Romanian company with a tradition in the IT domain, in view of its acquisition by an international investor in the respective field, with the main headquarters in Moscow, as well as assistance in the negotiation of the transaction in 2008, with a value exceeding USD 50 million, as well as post-acquisition assistance until 2010.
  • Consultancy granted to a company belonging to an important international group, producer of refractory material, for the conclusion of acquisition agreements and provision of services with an important player on the metallurgy market in Romania.
  • Review, for a significant distributor of textiles, of all agreements concluded with the Romanian hypermarkets.
  • Consultancy in spin-off, merger and dissolution projects for a number of companies. Legal assistance on company law granted to one of the largest railway cargo companies in Romania.
  • Legal assistance for a Romanian company owned by a large French group active in the construction materials domain on implementing a cash pooling agreement at European level between group companies.
  • Legal assistance for an Irish company for executive search and personnel recruitment on commercial aspects in Romania and reorganisation of the management structure.