Key Projects

Equity & Debt Public offerings (including IPOs, mandatory takeover bids, international listings)

We provided advice to Raiffeisen Capital & Investment in relation to the IPO on the Bucharest Stock Exchange of Transgaz SA, the operator of gas transportation networks in Romania. It has been the largest ever IPO on the Romanian regulated market.
We provided legal assistance in relation to two contemplated simultaneous listings (i) of a foreign issuer on Bucharest Stock Exchange and a regulated market of a European Union member state under a GDR program (Global Depository Receipts) and (ii) dual listing on EU and non-EU markets.
We assisted Ford Motor Company on the capital markets aspects of the acquisition of Automobile Craiova, a company traded on the Bucharest Stock Exchange/Rasdaq market. The assistance included: (i) acquisition of the “major” minority shareholders which has brought FMC up to approximately 96% of the share capital of the company in the largest transaction on the deal market of Bucharest Stock Exchange so far in 2009; (ii) buy-offer for the remaining shares and contemplated delisting of the company.
We assisted two private equity investment funds on the capital markets aspects of the acquisition of the shares held by Romanian-American Enterprise Fund in Policolor S.A. – one of the largest transactions on the deal market of Bucharest Stock Exchange in 2008.
We assisted Meinl Bank AG, the majority shareholder of Kandia-Excelent S.A. to sell its shares to Cadbury Schweppes Plc, in one of the major transactions on the deal market of Bucharest Stock Exchange in 2007.

De-listing of publicly traded companies as part of post privatization restructurings; first squeeze-out procedures on the Romanian market

We provided legal assistance to Weatherford International SRL in relation to the performance of a mandatory takeover bid in relation to Atlas Gip SA shares (company acting in the oil & gas field, listed on Rasdaq market). The advice provided included (i) acquisition of a stake of shares on the market followed by (ii) a tender offer addressed to the minority shareholders; (iii) squeeze-out and de-listing procedure.
We provided legal assistance to Tenaris Group in connection with tender offers for the acquisition of minority shareholdings and de-listing of Silcotub S.A.
We provided legal assistance to Impress S.A., a French multinational company, major provider of metal packaging solutions in connection with a tender offer for the acquisition of minority shareholdings and delisting of Impress S.A. Romania. It was the first delisting of a listed company applying squeeze-out frame implemented into Romanian law.
We provided legal assistance to Lafarge S.A. for the delisting of Lafarge Romcim S.A. under the legislation applicable prior to implementation of take-over directive into Romanian law.

Funds

We advised international real estate investment funds on the issuers’ compliance with the transparency obligations (reporting obligations, corporate governance rules) applicable to closed end investment funds.
We assisted an international fund on various issues relating to the Property Fund regarding acquisition of a participation in the Property Fund.
We advised pension funds with respect to analysis of legal issues and constrains related to sale of portfolio of clients.
We provided advice on regulatory matters and representation before the Romanian National Securities Commission with respect to the indirect acquisition by the Federal Republic of Germany through the means of the German Sonderfonds Finanzmarktstabilisierung (the “SoFFin”) of a participation in an investment management company established in Romania, Depfa Asset Management S.A.
We provided advice on banking and securities regulatory matters with respect to the intention of the German State through the Sonderfonds Finanzmarktstabilisierung (“SoFFin”) to acquire shares of Commerzbank AG (“Commerzbank”).

Assignment of receivables (nonperforming)/factoring agreements

We provide assistance in relation to the review and analysis of non-recourse factoring agreements governed by a foreign law.
We provide advice to Natixis Factor in respect of legal issues related to its factoring business in Romania as well as analysis and review of the factoring agreements concluded by Natixis Factor with Romanian counter parties.
We provided legal advice to a large foreign company specialized in debt collection in connection with the purchase of a portfolio of nonperforming consumer loans assets originated by a Romanian bank.

Assistance on legal issues related to trading/investing in OTC investments

We provided assistance to a major provider of financial services regarding regulatory issues for OTC state bonds.
We provided assistance to Vodafone Romania with respect to investing in commercial papers issued by a foreign company.

Litigation

We advised the client on capital markets specific issues in a lawsuit against the Romanian Clearing House and the Monetary, Financial and Commodities Exchange related to transactions with derivative instruments on Sibiu Derivatives Exchange.
We are assisting the subsidiary of a major international credit institution with respect to a potential derivatives lawsuit.
We provided assistance to The National Securities Commission in various complex capital markets issues, including the implementation of squeeze-out procedures into internal law.

Expertise