PRACTICES

CORPORATE | M&A

We provide comprehensive advice on corporate law issues, registration requirements and best option in terms of legal form and tax regime.

Our lawyers have extensive experience in sophisticated due diligence process in various sectors, such as pharma, insurance business, or real estate and construction sectors.

SERVICES

• General corporate advice.

• Advice and representation in disputes (especially conflicts with shareholders and managing directors).

• Capital increases, reorganizations and liquidations.

• Legal due diligence.

• Drafting and negotiating SPA’s.

SELECTED ASSIGNMENTS

• Successful assistance of a large public company in the process of implementation of the rules for corporate governance of public institution.

• Successful assistance of the client with the purchasing of a business holding exploration rights over an area with polymetallic ores.

• Successful assistance of the Romanian shareholder in purchasing from a Norway based company a significant percent of shares in a company specialised in industrial weighing machineries.

CONSTRUCTION & INFRASTRUCTURE

Our lawyers are experienced in construction, real estate and infrastructure sectors, that are at the core of our expertise.

Our lawyers have represented employers, contractors, subcontractors, investors and governments in complex construction and real estate disputes, both in international arbitration proceedings (ICC, VIAC) and other ADR proceedings, including before dispute boards, or before local courts.

Our lawyers advise clients on complex transactions relating to a broad range of construction and infrastructure projects, including EPC and turnkey contracts, joint venture and consortia agreements, as well as public procurement contracts.

We also assist clients in relation to real estate transactions and to the management of real-estate construction projects in Romania.

SERVICES

• We assist with the settlement of disputes concerning construction and infrastructure projects, including by way of negotiation, arbitration, litigation and dispute boards.

• Assistance with negotiating construction projects.

• We frequently assist clients in relation to real estate transactions and projects in Romania, including in relation to the acquisition of real estate.

SELECTED ASSIGNMENTS

• Successfully represented a construction company in a dispute against a Romanian county administration in relation with the construction of an administrative building.

• Successfully represented a Romanian municipality in a dispute against the project company in relation with the termination of the concession contract for the construction of a leisure and sport facility.

• Successfully represented a Romanian construction company in a dispute worth over Eur 5 million against the Romanian National Company for the Administration of the Road Infrastructure.

TAX LAW | TAX DISPUTES

Irrespective of the business of our clients, we are aware that tax will be nothing less than a high priority.

We provide comprehensive advice on material and procedural tax law issues both in domestic cases and on cross border transactions.

Our lawyers have represented private companies and individuals before courts in complex tax cases on various tax matters related to VAT, corporate income tax (including transfer pricing issues), income tax, taxation of non-residents, social contributions, local taxes, European tax law, fiscal procedure.

SERVICES

• Legal advice in tax field (corporate income tax, income tax, EU tax law, mutual agreement procedure, VAT, application of double tax treaties, local taxes), legal assistance in relation with tax authorities.

• Legal assistance and representation of clients during tax audits, drafting of administrative appeals against tax decisions.

• Legal representation of clients throughout the entire litigation process before courts in fiscal disputes on various tax matters: VAT, corporate income tax (including transfer pricing issues), income tax, taxation of non-residents, social contributions, local taxes, European tax law, fiscal procedure.

SELECTED ASSIGNMENTS

• Advice to private companies in multi-million tax issues related to fiscal amnesties and facilities.

• Legal assistance during tax audits with multi-million tax exposure.

• Tax advice to a Canadian corporation acting in the aviation field; the tax assistance involved the preparation of a tax due diligence on the fiscal consequences of the new direct flight route from Canada to Romania.

• Successful representation of a private company in a Eur 7-million tax case dealing with various tax matters including VAT, corporate income tax, non-resident taxation and the denial of the tax authority to grant the foreign tax credit.

• Successful representation of a private company in a multi-million tax case dealing with corporate income tax and VAT.

• Legal assistance and representation in more than 20 court cases with a total value of more than Eur 70 million dealing with tax liabilities established by tax authorities for the secondment of employees abroad.

INTELLECTUAL PROPERTY & DOMAIN NAMES

Trademarks are one of the most important assets of a company and we assist our clients to protect them in counterfeiting cases and other trademark disputes.

In the technology era, protection of copyright, software, programs or apps is key. We assist our clients in getting protection of their online business. We also have extensive experience in Internet related disputes and particularly domain name disputes.

Our lawyers have strong theoretical background and vast experience with assistance, as well as with representation before local courts, international arbitral tribunals, and the patent office in the field of intellectual property.

SERVICES

• Representation before the Romanian PTO and EUIPO in trademark registration procedures, oppositions and challenges.

• Legal advice in pre-litigation phases.

• Assistance and representation in court disputes before Romanian courts in trademark disputes and anti-competition disputes.

• Representation before UDRP providers and Romanian courts in domain name disputes.

SELECTED ASSIGNMENTS

• Successfully represented a large and well-known Czech retailer of furniture, home appliance, interior and exterior decoration and other household products before Romanian courts and obtaining final rejection of an injunction issued by a lower court that prevented initially the client to continue online sale of successful business launched for years in Romania.

• Assistance to a top German company distributing pharmaceuticals, in connection to the conditions laid down by Romanian law for importing pharmaceutical products.

• Successfully represented before the Romanian PTO a leading company developing one of the largest franchise networks in Australia, and securing its trademark registration in Romania, and full dismissal of opposition filed against it.

• Successfully represented a large German based seller of accessories and spare parts for scooters before Romanian courts and obtaining the rejection of the first known challenge of a UDRP WIPO decision concerning a .ro domain name.

RENEWABLE ENERGY

We have built up over the years a strong experience in a variety of legal issues encountered by our clients who are operating businesses in the production and trade of electricity.

This includes energy from renewable sources (mainly solar and hydropower), where we advise in a wide range of issues, from investment disputes based on the Energy Charter Treaty, to taxation litigation related to the power plant facilities, to energy trading contracts and disputes related to the green certificates, and from disputes related to the connection of power plants to the grid to day-by-day corporate issues for such companies.

SERVICES

• We assist in respect of the settlement of disputes concerning investment in renewable energy.

• Assistance with negotiating contracts in respect of electricity and green certificates and in respect of disputes related thereto.

• We provide day-by-day advice on corporate, construction, licencing for companies operating in the renewable energy field and in energy trade business.

SELECTED ASSIGNMENTS

• Successfully represented a Romanian company which develops a project for a suite of hydroelectric power plants in the dispute with a local municipality which refused to issue the endorsement necessary for the issuance by the county council of the planning certificate.

• Successfully represented two Romanian companies (having Bulgarian and Hungarian shareholders) which own two photovoltaic power plants in Romania in the dispute with a Romanian grid company for the value of the electricity injected in the grid without contract, in the period between the connection of the power plants to the grid and the moment when was obtained the licence for selling the electricity on the market.

COMMERCIAL ARBITRATION

Our highly talented dispute resolution lawyers have strong academic backgrounds and experience of over 18 years in handling complex arbitrations under a variety of arbitration rules, both locally and internationally.

Many of our lawyers act also as arbitrators in arbitral proceedings which further adds to our strategic view of a case.

Our lawyers are recognized as leading figures in the arbitration field and continuously work to enhance their academic background and experience in the field.

SERVICES

• Legal advice in pre-arbitration phases (ranging from managing disputes during the performance of contracts, amicable settlement, ADR, early evaluation and preparation of disputes).

• Counsel services in arbitration proceedings under a variety of arbitration rules (ICC – Paris, VIAC – Vienna, WIPO – Geneva, CICA – Bucharest).

• Counsel services on Romanian law issues to foreign law firms as co-counsel.

• Counsel services in arbitration-related Romanian state court proceedings in enforcement of arbitral awards or set-aside proceedings.

• Arbitrator services as co-arbitrator.

• Member of team of experts involved in international arbitration proceedings in respect of complex Romanian law issues.

SELECTED ASSIGNMENTS

• Representing a Bulgarian based holding company in a dispute conducted under the VIAC Rules of Arbitration regarding a sale and purchase agreement for a car selling business in Romania.

• Representing a Romanian contractor in a dispute conducted under the ICC Rules of Arbitration arisen in connection with a project for the construction of a health case facility in Middle East for a local beneficiary.

• Co-arbitrator in a dispute over non-payment of marketing fees conducted under the CICA Rules of Arbitration.

• Co-arbitrator in a Eur 1.5 million arbitration under CICA Rules of Arbitration, in a dispute related to a complex waste management infrastructure project.

• Successfully represented a large and well-known Czech retailer of furniture, home appliance, interior and exterior decoration and other household products in an WIPO expedited arbitration with the seat in Vienna, and obtaining full dismissal of allegation of bad faith registration of the domain name used for online sales by the client.

COURT DISPUTES

We have extensive experience in defending interests of individuals and companies in various type of court disputes before the Romanian courts, and our lawyers successfully represented clients in very complex disputes ranging from administrative disputes between central governmental bodies to multi-million litigations arisen out of infrastructure construction projects.

The strategic perspective of our team members is enhanced by our experience in contract negotiations and consultancy with day-to-day business. Such commercial perspective enhances the teams’ strategic understanding of the case to successfully represent the client’s interests.

We have gained good understanding on the decision-making process. Our partners are experienced arbitrators and they understand how to present the most difficult legal concepts or facts before courts.

Our team members have strong expertise in highly technical industries, such as renewable energy, construction, intellectual property, but also litigate in more down to earth areas.

SERVICES

• Legal advice in pre-litigation phases.

• Assistance and representation in court disputes before Romanian courts.

• Representation before authorities and institutions for enforcing court decisions.

• Assistance and representation in administrative law and tax matters.

• Assistance and representation of local and central administrative authorities in respect to administrative law matters.

SELECTED ASSIGNMENTS

• Representing a construction company in a dispute against a Romanian county administration in relation with the construction of an administrative building.

• Representing a Romanian municipality in a dispute against the project company in relation with the termination of the concession contract for the construction of a leisure and sport facility.

• Representing a Romanian construction company in a dispute worth over Eur 5 million against the Romanian National Company for the Administration of the Road Infrastructure.

• Representing a Romanian company in the dispute with The Payment Agency for Rural Development and Fishing having as object the reimbursement of the financing received for the development of a testing laboratory for geotextile fibres and fabrics.

• Representing a Romanian company which develops a project for a suite of hydroelectric power plants in the dispute with a local municipality refusing to issue the endorsement necessary for the issuance by the county council of the urban planning certificate.

• Representing two Romanian companies (having Bulgarian and Hungarian shareholders) which own two photovoltaic power plants in Romania in the dispute with a Romanian grid company for the value of the electricity injected in the grid without contract, in the period between the connection of the power plants to the grid and the moment when was obtained the licence for selling the electricity on the market.