Expertise

Ruxandra Bologa is a highly versed corporate lawyer with over 16 years of experience in domestic and cross-border mergers and acquisitions, joint ventures and restructurings. Also, she has particular expertise in highly regulated sectors such as energy, with a specific focus on oil&gas, and has advised on a wide range of projects in the natural resources field, including mining.
She co-heads the Energy and Natural Resources practice of the firm together with Gabriela Cacerea and the Corporate/M&A practice with Gabriela Cacerea, Adina Chilim-Dumitriu and Adriana Gaspar.
The competencies gained in her previous role as in-house counsel of the largest Romanian company, as well as her pragmatic approach are skills that proved instrumental to her assistance to clients with business interests across industries, be they large corporations, entrepreneurs or private equity funds.
Her expertise covers:
  • corporate and commercial law
  • contract negotiations
  • corporate reorganisations
  • domestic and cross-border mergers and acquisitions
  • joint ventures and minority investments
  • privatizations
  • private equity
  • distressed assets and insolvency
  • outsourcing
  • regulatory advice in energy and natural resources field
  • regulatory advice regarding dual use products and technologies
  • regulatory advice regarding investment and operations in maritime and fluvial ports
  • structuring, drafting and negotiation of both public and commercial contracts in the energy and natural resources fields, such as: concession agreements for the exploration, development and petroleum / gas /other natural resources fields, farm-in and farm-out agreements, joint operating agreements, oilfield services agreements, gas marketing agreements
  • project development, foreign investment, greenfield and brownfield projects

Representative Cases and Transactions

Mergers and Acquisitions

  • advice to a Fortune 100 company activating in the agri-food industry in relation to the extension of their activities in Romania by way of share deals and asset acquisitions
  • assistance to the world’s largest publicly traded international oil and gas company regarding farming-in into the deep offshore portion of a Black Sea concession agreement
  • advice to a world leader in building materials and a major player in cement, aggregates and concrete businesses in connection with the disposal of its Romanian gypsum boards assets as part of a global transaction having an estimated value of 1 billion EUR (1.4 billion USD) worldwide
  • advice to a worldwide trader of cereals and supplier of high-quality raw materials to the food and feedstuffs industry in relation to the acquisition of a 50% participation in one of the most important port operators in Romania, as well as in negotiating the joint-venture agreement
  • advice to a US-based private equity fund specialized in building differentiated oil and gas businesses in relation to the acquisition and exit of/from a Romanian oil&gas company focused on the rehabilitation of mature oil fields
  • assistance to a Romanian entrepreneur in the sale of the majority stake in a Romanian company active on the worldwide market of nickel and chrome plated bars, tubes and hydraulic cylinders and in the structuring of the joint-venture relationship with the strategic investor (a global leading manufacturer for hydraulic lifting, loading and handling solutions), while retaining significant management and control powers for the selling shareholder
  • assistance to the world leader in building materials and a major player in cement, aggregates and concrete businesses in connection with the divestment of all its Romanian operations. The transaction was part of a restructuring operation that reshaped the global building materials market and had as final goal the cross-border merger between two giants active in the building materials industry
  • advice to one of the leading pharmaceutical companies in relation to the acquisition of the oncology portfolio from one of its peers, the sale of its vaccines business to another major pharmaceutical company and in connection with the transfer of its over-the-counter/consumer healthcare businesses into a joint venture
  • advice to a private equity firm that invests globally in food and agribusiness in connection with the acquisition of 10 companies in Romania, as part of a global transaction contributing to their expansion in the CEE region
  • advice to a leading European distributor of medical devices and equipment in relation to the acquisition and sale of a part of its Romanian participations and the structuring of the joint venture with the Romanian partner

Energy and Natural Resources

  • assistance to the world’s largest publicly traded international oil and gas company during the entire process related to the development of the first Romanian deep offshore gas exploitation
  • assistance to a leading international oil&gas company in relation to the entire process regarding the marketing and sale of gas, including in relation to the obtaining of all necessary permits for trading, as well as in drafting the gas sale purchase agreements
  • assistance to a company holding the concession over one of the most important gold mines in Romania regarding regulatory issues in the mining field and various restructuring processes and impact thereof on the mining rights
  • advice to a strategic investor in relation to the tentative privatization process of the most important Romanian copper mine (amassing 60% of Romania’s copper reserves)
  • assistance to the world’s largest publicly traded international oil&gas company in relation to all matters regarding the ongoing exploration activities in Romania carried out with respect to two different concession blocks/projects
  • assistance to a large manufacturer of wind turbines in relation to regulatory matters regarding construction of wind parks, as well as with respect to the drafting and negotiation of a standard EPC agreement to be used in its relations with Romanian customers
  • assistance to the largest gold producer in Russia in connection with a transaction involving the sale of all shares of its Romanian subsidiaries and various regulatory matters in the mining field
  • advice to an oil&gas company focused on the Eastern European region in connection with the settlement of the disputes with their local partner regarding operator’s liability in connection with unforeseen events occurred at a well
  • assistance to the world’s largest publicly traded international oil&gas company with the drafting and negotiation of an amendment to a deep offshore Black Sea concession agreement
  • advice to the largest Romanian oil&gas company as Head of the exploration and Production in-house legal office and coordinating the foreign counsel in connection with the tentative acquisition of a large oil&gas field in Kazakhstan. Coordinating the legal work (including regulatory, corporate and M&A matters) for the company’s subsidiaries and branches in Kazakhstan and Russia

Accolades

  • Ranked by Chambers and Partners as a Leading Individual in Corporate/M&A
  • Ranked by Chambers and Partners as a Leading Individual in Energy & Natural Resources
  • Ranked by IFLR 1000 as Leading Lawyer for M&A
  • Ranked by IFLR 1000 as Leading Lawyer for Energy and Infrastructure
  • Recommended by Legal 500 for Energy & Natural Resources

Clients say that “her expertise in energy sector is at the highest level”.
(Chambers and Partners, 2018)

Ruxandra Bologa advises clients on a variety of corporate issues, from share deals and business transfers to joint ventures, mergers and spin-offs, with experience of acting for significant players in the energy and natural resources, media, IT and maritime sectors.
(Chambers and Partners, 2017)

Ruxandra Bologa is well known for her knowledge of corporate and regulatory matters in the energy and natural resources sector. […] Clients say: “She was fantastic – extremely focused and very smart”.
(Chambers and Partners, 2016)

Ruxandra Bologa, […] is seen by some as “the most knowledgeable lawyer in the Romanian oil and gas sector”.
(Legal 500, 2016)

Ruxandra Bologa is increasingly prominent in the Romanian energy and natural resources market […] Clients appreciate her “reliability and thoughtful, well-measured advice”.
(Chambers and Partners, 2015)

Ruxandra Bologa has a “very rich understanding of the complex and ambiguous regulatory environment, and she is well respected in the industry for her experience and insights,” according to clients. She is noted for her work in oil and gas and renewable energy.
(Chambers and Partners, 2014)

Education

  • University of Bucharest Law School, Law Degree
  • “Negotiating and Documenting Petroleum Industry Transactions” Seminar, Dundee, UK
  • “Contracts Used in International Petroleum Development” Seminar, Dundee, UK

Memberships and Affiliations

  • Bucharest Bar
  • The Energy Law Group
  • Lex Mundi energy practice group
  • Lex Mundi cross-border transactions practice group
  • World Services Group corporate, business and antitrust group

Notable Contributions

  • speaker at the 5th edition of the Foreign Investors Summit, Panel “Resources and energy – Foreign investment opportunities in Romania”, organized by Business Review (October 2018)
  • “Energy Investment Risk Assessment 2018 report” (Energy Charter Secretariat, October 2018) (co-author)
  • “Romanian Government Approves Draft Law on Mining Activities” (NNDKP, 2017) (co-author)
  • “Legal Aspects of EU Energy Regulation. Implementing the New Directives on Electricity and Gas Across Europe – Romania chapter” (Oxford University Press, 2015) (co-author)
  • “The Gas Strategies Interview: Ruxandra Bologa, Partner at NNDKP”, Gas Matters (Gas Strategies, 2014)
  • The future of shale gas in Romania“, Legal Business (Legalease, 2014)
  • Reviving Mining Depends On Environmental Costs” (Energynomics, 2013) (co-author)
  • speaker at the Third Energy Event, “Shale Gas in Romania”, organized by the Energy Law Group (Vienna, 2013)
  • speaker at the International Bar Association European Regional Forum, “Cross Border M&A in the CEE Region – Report on Romania” (Warsaw, 2012)
  • speaker at the Workshop on Corporate Governance and Directors Liability, “Duties, Risks and Liabilities for Director of Romanian Companies”, organized by Uria Menendez (Madrid, 2012)
  • speaker at NNDKP Lex Atelier Conferences – Public Offerings of Shares/Controversial Aspects” (2011)
  • speaker at NNDKP Lex Atelier Conferences – “S.A. or S.R.L.? Traps of various company incorporation forms” (2011)
  • speaker at NNDKP Lex Atelier Conferences – “Corporate Restructuring” (2010)
  • speaker at the “Certain business restructuring strategies in the context of the current economic/financial crisis: How to mitigate legal risks by implementing restructuring and cost reduction measures” workshop, organized in association with Horvath & Partner (Bucharest, 2008)
  • speaker at the “Platform for the Support of Portuguese Investment in Eastern Europe” conference (Lisbon, 2008)