Defense

Clients value our integrated multi-disciplinary legal & tax perspective, much needed to support translate their operational objectives, financial plans, and transaction parameters into realistic business scenarios.

We are well known for our ability to find creative, yet practical solutions to intricate legal issues raised by the everyday challenges faced by businesses.

We consolidated over time specific capabilities and expertise, and engage in a close collaboration with our other specialized practices, which enables us to resolve our clients’ legal questions in a comprehensive and coherent manner. Moreover, we employ a tailored approach to each company’s profile and requirements, offering support in both complex transactions and day to day issues. Our goal is not just to ensure compliance with the law, but also to add value to our clients’ contracts and facilitate the achievement of their business goals.

International and domestic corporations, as well as major global law firms rely on our contracts dedicated contract team, thanks to our proven ability to guide to successfully closed transactions and productive contractual relationships. They turn to us for the practical benefits and good business results obtained from our experience and expertise in myriads of types and forms of contracts.

We do more than just write and negotiate contracts: we combine our business knowledge and practical know-how with our firm’s multi-disciplinary resources to present clients with an objective and insightful analysis of risks and potential liability. Furthermore, we advise on strategies to improve the clarity and enforceability of contracts under Romanian law.

International clients often ask us to assist in reviewing B2B contracts submitted to foreign jurisdictions from the perspective of the Romanian public order norms of international private law.

Our practice has shown that specific business knowledge is more important now than ever before. Since the entry into force of the New Civil Code in 2011, we have been actively involved in training and advising clients on how to integrate the new legal provisions into their operations or transactions, as well as in reviewing and updating their standard forms and templates.

Among the most frequently scrutinized are business mechanisms and terms and conditions involving a wide range of contracts, including:

• sales contracts
• services contracts
• distribution contracts
• agency contracts
• franchise contracts
• framework agreements
• public procurement contracts (supplies, services, works)
• concession contracts
• FIDIC based contracts
• public contracts in general, etc.

Committed to be a time and cost-efficient advisor for contract monitoring and implementation, we guide our clients:

• during the entire chain of a contractual structure, from the pre-contractual phase to the execution of contractual and post-contractual obligations
• in pre-litigation matters related to ongoing or completed contracts in order to amiably settle the contractual disputes
• during the litigations concerning contractual relationships, our team being a backbone for all the contractual disputes which are managed along with a specifically trained team of litigators
• by providing training on matters of interest for the business of our collaborators

Our work in the field of Contracts includes:

Various Contract Matters

• advising a Romanian pharmaceutical distributor on various daily contract matters involving daily business operations (e.g., distribution, sponsorship, advertising, brokerage, and claw-back) and issues specific to the pharmaceutical sector (e.g., pharmaceutical licensing and the supply, packaging and assembly of products)
• assisting the Romanian branch of a large American car manufacturer in drafting / revising, negotiating and concluding various contracts, including a business transfer transaction between the client and a well-known spare parts dealer and supplier in the Romanian market, revising its distribution agreement template, revising its global terms to improve their enforceability under Romanian law, negotiating various commercial contracts for our client’s Romanian branch
• reviewing and revising the distribution contractual templates, drafting marketing contractual arrangements, and association agreements between the Romanian branch of an American agricultural seeds and the chemical supplier
• analyzing, from the perspective of the New Civil Code, certain contractual issues in the template agreements of the Romanian subsidiary and other group companies of a large American IT company, and advising on the interpretation and enforcement under Romanian law of certain termination provisions in the client’s signed agreements
• revising and updating the contracts templates of an American aluminum and copper manufacturer in response to the New Civil Code of 2011
• working with one of the largest British law firms in connection with a transaction developed by a major Scottish bank, through its subsidiaries, to acquire from the Romanian distributor several hundred armored vehicles, to execute a two-tier lease of the vehicles to a local lessee, and to implement the insurance and security package created for the lessor’s benefit
• assisting a Magic Circle law firm with respect to a trust created by a major U.S. financial institution for the purpose of leasing two aircraft to a Romanian operator under two separate transactions

Retransmission, Broadcasting, License, Outsourcing Contracts

• assisting a DTH and OTT distributor in reviewing, drafting and negotiating more than 50 retransmission agreements concluded with both local and international broadcasters
• assisting a DTH and OTT distributor in reviewing and negotiating several content license agreements, such as DVOD or DMOD content
• reviewing and negotiating the retransmission agreement between a DTH distributor and two broadcasters holding the rights to retransmit the national football competitions League 1 and League Cup for the championships of 2014 – 2019
• reviewing and negotiating the contract for outsourcing the build, run and other roll-out operation activities from a mobile operator towards one of the largest worldwide telecom vendors
• reviewing and negotiating broadcasting advertising airtime contracts, acting as advisors for either the broadcasters or the advertising beneficiaries
• assisting a British law firm in compliance matters with respect to key mandatory standards applied by an Irish outsourcing company negotiating outsourcing and other long-term IT agreements
• revising the standard license and confidentiality agreements of a major American entertainment company to comply with local law
• revising the license agreements of a German automotive company to improve their enforceability under Romanian law and assisting our client in the subsequent negotiations

Distribution Contracts

• advising a Romanian IT distributor on its proposed contractual relationships for distributing the products of two major Japanese manufacturers
• revising the macro-distributor agreement between our client, one of the largest Dutch oil companies, and a distributor of our client’s branded lubricants
• assisting a major American hardware manufacturer to implement its system of first-tier and second-tier distribution agreements and hosting agreements, including a monetary incentive scheme under the second tier distribution model

Liability and Dispute Matters

• advising one of the largest Japanese engineering companies in relation to the issues of “negligence” and “gross negligence” under Romanian law
• assessing the contractual liability exposure of the local subsidiary of a Swiss oil and gas services company and revising the client’s template agreements
• conducting an analysis for a Swiss robotics company on supplier liability and third-party liability arising from a nuclear incident, including liability for the nuclear facility and for nuclear incidents outside Romania
• preparing the defense and relevant counterclaims of the largest national thermal energy provider in a dispute with a contractor in the construction of a new thermal energy unit

For public procurement related projects, please refer to our dedicated section.