Adriana Gaspar

Adriana Ioana Gaspar

Senior Partner

adriana.gaspar@nndkp.ro
+40 31 225 33 53

Practice Areas

Expertise

With over 22 years of experience in the legal profession, Adriana Gaspar co-heads the Corporate/M&A practice together with Gabriela Cacerea, Ruxandra Bologa and Adina Chilim-Dumitriu and the Public Procurement and PPP practice together with Adina Chilim-Dumitriu.

She has earned unanimous recognition for her wide-ranging experience in structuring cross-border and domestic investments and valuable contribution to a number of landmark projects for Romania, whether transactional or regulatory reforming, for the breadth and depth of industry insight and strategic multi-fold advice concerning matters affecting business decisions, with particular focus on:

  • M&A (including private equity)
  • corporate restructuring
  • greenfield investments
  • commercial contracts
  • corporate governance
  • corporate fraud
  • legislative drafting
  • infrastructure development

Representative Cases and Transactions

Corporate/M&A

  • acquisition by one of the largest Asian-Pacific corporations of a 98% shareholding in the highest-performing Romanian producer and distributor of fertilizers and seeds and its group subsidiaries, in a sequence of two transactions
  • redemption and conversion into equity of 680 million USD corporate bonds issued by one of the largest crude oil processing companies in Romania to the Romanian State, the negotiation of the acquisition by the majority shareholder thereof, a subsidiary of Kazakh state-owned KazMunayGas of such newly issued shares and the creation of a joint venture company dedicated to high scale debt and equity investments in the energy sector
  • joint venture of the Romanian operations of a premier European meat processing company and a local processed meat producer, pursuant to a complex corporate transaction aiming to secure long-term interests and opportunities for each party thereto
  • combined and coordinated acquisition of a significant shareholding in the largest Romanian medical services provider, currently from the founders thereof, as well as from the International Finance Corporation, the World Bank’s private investment arm
  • acquisition by a private equity fund managed by a major South-East European investment manager company of a 96.2878 % legal title and beneficial ownership in the share capital of the Romanian subsidiary of a regional banking institution
  • enhancement by the Bucharest Stock Exchange of key corporate governance requirements for listed companies and disclosure practices, pursuant to a combination of regulatory and institutional changes aiming to increase investors’ trust in and liquidity and, consequently performance of the Romanian capital markets
  • detailed and complex assessment by a global investor and manager of the largest investment fund traded on the Bucharest Stock Exchange of the corporate governance rules and obligations to be generally observed by Romanian listed companies, the supplemental or derogatory statutory regulations applicable to this very specific company only, in the context of paramount changes in the fundamentals of the Romanian civil and commercial law
  • assessment and pursuit by a multinational corporation of the operational, fiscal and corporate restructuring options for its Romanian companies, both at individual company and at group level, in the context of intricate shareholding arrangements and highly demanding regulatory obligations
  • assessment and pursuit by the European majority debt and equity financier of a Romanian company of options available to contain abuse of minority shareholding rights, in the context of pre-existing shareholding arrangements and operational conditionalities affecting its investments
  • investigation, assessment and implementation of containing, sanctioning and preventive measures by multinational group companies affected by corporate fraud

Public Procurement and PPP

  • assessment, structuring and documentation drafting and negotiation by the general contractor and private partner with the Brasov County Council for the development of commercial airport facilities in Brasov
  • assessment and implementation of a multi-jurisdictional group reorganization process involving, among others, the transfer by a Romanian entity of publicly procured construction agreements towards a different group company
  • implementation and restructuring of the contractual relationship between a leading North American engineering and construction company and the Romanian State for the execution of an infrastructure development project (over 400 km of motorway between Brasov and Bors) connecting the center of Romania with Western Europe through the Hungarian border
  • in connection with the procedure for the award of a contract for the construction and endowment of a section of Oradea Hospital, assistance to the medical equipment provider with the design and implementation of the relationship with the contracting authority and, respectively, with its consortium partner to manage liability risks
  • assessment and negotiation by the leader of a consortium consisting of over twenty construction companies with the contracting authority in connection with the financing aspects raised within the public tender procedure organized for the award of the construction of 163 km of roads in Cluj County

Commercial Contracts

  • design and preparation of a contractual framework supporting the development of a business growth model of the world’s largest pork producer and processor, integrating and based on the operations of non-affiliated companies committed to a long-term production and sale arrangement
  • structuring from a commercial contracts perspective of the business model developed by an international multi-level marketing company for the expansion of its operations in Romania and drafting the supporting documentation
  • assessment and restructuring of the TV advertising air-time sale contractual arrangements for a large international broadcaster operating in Romania, following a substantial change in the legal framework and drafting template and client-customized agreements
  • localization of a large variety of contracts ranging from sale-purchase, distributorship, sponsorship, joint operation, management to telecom services, utilities provision and other services
  • assessment and restructuring of distressed companies’ operations and underlying contractual arrangements in order to support voluntary reorganization processes aiming to secure continuation of the business and revenue generation, new finance as well as pre-existing creditors’ rights

Accolades

  • Ranked by Chambers and Partners as a Leading Individual for Corporate/M&A
  • Included in The Legal 500 Hall of Fame
  • Rated as Leading Individual by Legal 500 for Corporate/M&A
  • Recommended by Legal 500 for PPP and Procurement
  • Rated by IFLR 1000 as Leading Lawyer for M&A
  • Rated by IFLR 1000 as Leading Lawyer for Energy and Infrastructure

Adriana Gaspar is a leading figure in the Romanian market, with considerable experience of handling corporate governance and corporate fraud matters.
(Chambers and Partners, 2018)

Adriana Gaspar “has a good sense of when to be legal and when to let commercial considerations dominate”.
(Chambers and Partners, 2017)

Adriana Gaspar is widely recognised as an expert in corporate and transactional matters.
(Chambers and Partners, 2016)

Adriana Gaspar [is] “reliable and a very good professional”.
(IFLR 1000, 2016)

Adriana Gaspar [is] “experienced and business-oriented” and a “true expert in the field”.
(The European Legal 500, 2015)

Sources rate Adriana Gaspar as a leading figure for Romanian and international M&A.
(Chambers and Partners, 2015)

Adriana Gaspar is recognised by sources as one of the pre-eminent corporate lawyers in Romania, and clients agree she stands out because of her “tenacity,’’ “business sense” and “skill in navigating an often complex Romanian environment.”
(Chambers and Partners, 2014)

Education

  • University of Bucharest Law School, Law Degree
  • Romanian National College of Magistrates

Memberships and Affiliations

  • Bucharest Bar

Notable contributions

  • “Solid Knowledge, Ethics and Dedication Are Gender-Neutral”, Women in Business Law, 5th edition (Euromoney, 2015)
  • “Outbound Investments: Strategies and Pitfalls – Romania chapter” (Wuhan University Press, 2013)
  • moderator at the International Project Finance Association PPP In Romania: A Road Map to Partnership Conference (Bucharest, 2013)
  • part of the expert panel at Equality Pays Off – European Commission Business Forum (Brussels, 2013)
  • moderator at the 4th Conference of the South East Europe Private Equity Association – Banks, Businesses and Private Equity – Synergies in Business Restructuring (Bucharest, 2010)
  • speaker at the Authentic Retail Conference 2011 Predictions & Challenges How to Protect your Business (Bucharest, 2010)
  • moderator at the 2nd Annual International Conference on Public-Private Partnership Projects PPP to Develop Infrastructure in Romania (Bucharest, 2008)
  • speaker at the Balkan Legal Forum Law Firm Management (Sofia, 2008)
  • moderator and speaker at the The Romanian PPP Challenge: Path to Economic Growth and Development (Bucharest, 2007)
  • speaker at the Investment Opportunities in South East Europe, SJ Berwin (London, 2007)
  • speaker at the Structured Finance in CEE, Russia and CIS, Euromoney (Budapest, 2006)
  • speaker at the 9th Central European Covered Bond Conference (Budapest, 2005)
  • speaker at the Financing Methods and Techniques Seminar (Timisoara, 2005)
  • “True-sale securitization – Romania chapter” (Freshfields Bruckhaus Deringer, 2005)
  • speaker at the Real Estate Forum, Legislative Developments Influencing the Mortgage Credit, organized by Piata Financiara (Bucharest, 2004)
  • speaker at the Southeast Europe Economic Forum 2003 Integrating the Southeast Europe (Sofia, 2003)
  • speaker at the Economic Space Important Legal Developments in SEEurope, Business and the Law 3P to Develop the Road Infrastructure in Romania (Sofia, 2003)
  • conference co-chair at the Mortgage Lending in Romania, organized by Piata Financiara (Bucharest, 2003)
  • speaker at the Financing on a Market in the Making, organized by Zilele Biz (Bucharest, 2003)
  • speaker at the Solid Banking System A Vehicle for Economic Growth, Balkan Legal Forum (Sofia, 2002)
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