Capital Markets

We provided advice in some of the largest and most important first-time securities transactions on the local market, including landmark capital markets privatizations of energy companies. Thus, our multidisciplinary expertise and practical know-how were built by guiding clients through all aspects of the capital markets privatization process and advising either the Romanian Government, the underwriters, the issuers or the investors, with our capital markets team having participated in the first tender-offers and squeeze-out procedures in Romania.

Today, prominent international and domestic financial institutions, investment banks, investment funds and asset managers, top listed companies, and capital markets authorities and institutions seek our assistance. Also, we are acting as preferred provider for major global law firms and we are invited to contribute to domestic or international multi-faced mandates.

We cover all aspects of securities law, from regulatory, compliance, structuring, and transactional perspectives. Our range of expertise includes:

• equity and debt capital markets
• capital markets M&A and privatizations
• securities regulatory and compliance
• funds and investment management companies
• employee share ownership plans
• corporate governance (listed companies and financial institutions)
• securitizations and structured finance
• securities litigation and enforcement

Clients enjoy our exclusive blend of knowledge, know-how, and experience, coupled with a multidisciplinary legal & tax approach to capital markets transactions.  Equipped to contribute to transactions that distinguish themselves through volume/value, complexity or novelty, we deliver cost-effective solutions and services that add value to our clients’ business initiatives.

Equity and Debt Capital Markets

We guide our clients through the complete range of equity and debt offerings, including:

• landmark initial and secondary public offerings in the energy sector
• high yield bonds offering
• block trades (“deal” transactions)
• voluntary and mandatory takeover bids
• squeeze-out and de-listings

Examples of our work in IPOs, SPOs and block trades (deal transactions) include advice and support to:

• the issuer in an IPO by a  real estate investment company focused on investment opportunities in South Eastern Europe and Central and Eastern Europe on the AIM market of the London Stock Exchange, to raise funds to acquire a real estate portfolio in Romania valued at approximately € 300 million
• the issuer in a € 72 million secondary public offering of the Romanian State regarding 15% of the shares of the operator of gas transportation networks in Romania
• an intermediaries consortium, in the first successful SPO of the Romanian State, of 15% of the shares of the power grid generator
• two contemplated simultaneous listings of: (1) a foreign issuer on Bucharest Stock Exchange and a regulated market of a European Union member state under a GDR program; and (2) dual listing on EU and non-EU markets
• two private equity investment funds on the capital markets aspects of the acquisition of the shares in a regional leader in the production of paints and lacquers
• the largest Romanian company active in the PET manufacturing, in expanding its activities in Romania pursuant to the acquisition of a 100% shareholding in a knitting factory

Examples of our work in high yield bonds offering include advice and support to:

• the initial purchaser, in an offering of € 185 million Senior Secured Notes, by a subsidiary of the largest glasswork group in the Balkans, and secured by a Romanian glass container producer
• top global investment banks, in connection with a high yield bond offering of € 250 million of 8.25% Senior Notes  issued by a subsidiary of a global leader in the ice cold merchandisers, guaranteed by various subsidiaries, including a Romanian entity
• a premium supplier of components in the automotive industry based in Germany and its Romanian subsidiaries, in connection with an international bond offering

Examples of our work in voluntary and mandatory takeover bids / squeeze-out and de-listings include advice and support to:

• a major American car manufacturer on all capital markets aspects related to the acquisition of a Romanian company, a company traded on the Rasdaq market of the Bucharest Stock Exchange. The assistance included: (i) acquisition of the minority shareholders which has brought the client up to approximately 96% of the share capital of the company in the largest transaction on the deal market of Bucharest Stock Exchange in 2009; (ii) squeeze-out of the remaining shares and delisting of the company
• a major international oil field services company, in relation to the performance of a mandatory takeover bid in relation to the shares of a company acting in the oil&gas field, listed on the Rasdaq market. The advice provided included: (i) the acquisition of a stake of shares on the market followed by (ii) a tender offer addressed to the minority shareholders and (iii) the squeeze-out and de-listing procedure
• a leading supplier of tubes and related services for the world’s energy industry and certain other industrial applications, in connection with tender offers for the acquisition of minority shareholdings and de-listing of a company manufacturing steel pipes in Romania
• a French multinational company, major provider of metal packaging solutions, in connection with a tender offer for the acquisition of minority shareholdings and de-listing of the Romanian subsidiary. It was the first de-listing of a company applying the squeeze-out framework implemented into Romanian law
• a world leader in building materials and a major player in the cement, aggregates and concrete businesses, for the de-listing of one of the Romanian subsidiaries under the legislation applicable prior to the implementation of the take-over directive into Romanian law

Capital Markets M&A and Privatizations

• mergers and acquisitions of listed companies
• financial institutions mergers and acquisitions

We have assisted in connection with mergers involving listed companies, as well as with direct and indirect acquisitions and disposals of major holdings in regulated entities such as financial investment firms, funds, insurance companies.

We have been assisting both investors and offerors/companies in conducting due diligence and structuring of the transaction for the acquisition/sale of significant direct and indirect holdings in various listed companies.

Examples of our work in this area include assistance, practical guidance and support to:

• a major Slovenian financial company in analyzing various exit strategies, including the sale of the majority shareholding and implementation of the voluntary liquidation procedure of its Romanian brokerage company
• a world leader in building materials in connection with the sale of its business in Romania (including the business of listed companies), in the context of a proposed merger with the global leader in the field of manufacture and distribution of cement and aggregates
• a top EU credit institution with regard to a cross-border merger, the second one of its kind ever done in Romania in the financial sector and the first since the enactment of specific regulations in Romania on cross-border mergers which involved assistance and representation before the Financial Supervisory Authority in connection with the MiFID services provided by the bank

Securities Compliance and Regulatory

We advise investment banks, brokerage firms, listed companies, open and closed funds, international clearing houses, management companies, the stock exchange, and similar clients to meet the challenges of the fast-changing regulatory landscape.

Specifically, we are a top choice for reliable, up-to-date knowledge in helping clients navigate through the dense legislation implementing the EU financial services directives, including the Markets in Financial Interests Directive (MIFID), the Prospectus Directive, the European Market Abuse Directive (MAD I and MAD II), UCITS, AIFMD.

Our services include:

• compliance requirements for all entities regulated by the Financial Supervisory Authority
• corporate reporting and publicity requirements
• restrictions on trading
• custody services for exchanged traded and OTC securities, including T-Bills
• treasury services

Our work in this area includes assistance, practical guidance, and support to:

• leading global custodians  in relation to provision of custody services, implementing sub-custodian arrangements for securities under Romanian legislation in view of protecting the custodian assets and customer interests
• a top Romanian bank in connection with MIFID compliance requirements applicable to standard brokerage agreements and the best execution policy
• an International Central Securities Depository (ICSD), in relation to complex regulatory issues (e.g., financial collateral, asset protection, insolvency) regarding trading with OTC T-bills
• a major provider of financial services regarding regulatory issues related to OTC T-bills
• the local stock exchange, in connection with various specific regulatory issues, including MiFID compliance
• the Romanian subsidiary of the largest mobile telecommunication company in the world, in relation to the implementation of an intra-group cash pooling mechanism
• a top US multinational automaker in relation to the implementation of a intra-group netting structure
• various multinational companies in relation to the implementation of treasury management mechanisms, including representation before the National Bank of Romania for obtaining written clearances in relation thereto
• a large portfolio of clients, including Romanian and international issuers, banks and financial institutions, top worldwide asset managers, investment funds, clearing houses and depositaries in relation to ongoing compliance issues, including reporting requirements, implications under Romanian capital market law of cross-border transactions (e.g., subscription by Romanian residents of various financial instruments,  with a focus on the Prospectus Directive, MiFID, UCITS and recently, AIFMD)

Funds and Investment Management Companies

We advise a large variety of funds, including open funds, Romanian and foreign closed-end investment funds, pension funds and pension fund managers, and top international asset managers.

Our work for funds and investment management companies included assistance to:

• an international real estate investment fund concerning the issuers’ compliance with the transparency obligations (reporting obligations, corporate governance rules) applicable to closed end investment funds
• an international hedge fund on various issues relating to the acquisition of a participation in a closed-end investment company
• pension funds with respect to an analysis of legal issues and constraints related to the sale of their portfolios of clients
• a German State-owned fund on regulatory matters and representation before Romanian authorities with respect to the indirect acquisition by the Federal Republic of Germany through the means of the fund of a participation in a Romanian investment management company
• top worldwide asset managers in connection with cross-border regulatory matters related to the distribution and marketing of UCITS and non-UCITS funds to Romanian investors
• a foreign non-regulated investment funds in relation to the assessment of implementation of AIFMD in Romania

Employees Share Ownership Plans

Our combined legal and tax team assists both EU and US-based employers with the full range of Romanian legal issues affecting the implementation of incentive plans to Romanian employees through the offering of various financial instruments including shares, stock-options, share appreciation rights and restricted stock units.

We represent employers before the Financial Supervision Authority for the purposes of acknowledging the passporting procedure, if necessary, submitting notices and obtaining authorizations or official opinions.

Corporate Governance

We advise listed companies, financial institutions (banks and investment firms), IFIs, institutional investors, private equity players, underwriters, board committees and directors on the entire spectrum of corporate governance issues, working in close cooperation with authorities and institutions while remaining at the forefront of legislative changes in this field.

Our experience includes advising on:

• corporate governance legislation, codes and regimes, including implementation of EU corporate governance rules
• directors’ remuneration and duties
• board structure
• corporate governance reporting

Our work in this area includes assistance, practical guidance, and support to:

• a consortium of intermediaries in the analysis of corporate governance compliance of a State-owned company (the Romanian power grid operator) as part of the due diligence process for the preparation of the 15% of the shares secondary public offering on the Bucharest Stock Exchange
• various listed companies in connection with capital markets corporate regulatory aspects, including corporate governance, compliance with the regulations implementing the Shareholders’ Rights Directive, board responsibility and shareholders’ rights
• the European Bank for Reconstruction and Development and the Bucharest Stock Exchange, as part of an international consortium, in the implementation of a new Corporate Governance Code and enhancement of corporate governance legal framework for listed companies (ongoing)

Securitization and Structured Finance

We advise our clients, including major credit institutions, concerning the planning, structuring, and drafting of documents for off-shore securitization arrangements and structured finance transactions.

Our team was among the drafters of the Romanian mortgage bond and asset-backed securities legislation, which was part of the project for financial market reform in Romania, co-funded by the United States Agency for International Development.

Derivatives

We advise clients on FX, interest rate swaps and other derivative transactions, with respect to issues related to the enforceability in Romania of ISDA Master Agreement provisions, including netting under Romanian bankruptcy legislation.

Our work in this area includes assistance, practical guidance, and support to:

• a major Romanian bank providing financial investment services, in connection with certain capital markets compliance requirements related to OTC derivatives
• the Romanian branch of a leading EU bank in relation to providing derivative related brokerage services on a cross-border basis, including drafting and review of the relevant documentations
• a major real-estate developer in connection with entering into and negotiation of an ISDA Master Agreement in relation to a € million facility agreement
• a non-EU credit institution in connection with entering into a Swap Interest Rate Agreement based upon the 2002 ISDA Master Agreement related to granting a facility agreement to a Romanian shipbuilding, ship repair and conversion company

Securities Litigation and Enforcement

Our multidisciplinary teams deliver the right mixture of professional expertise, experience and business sector knowledge to our clients who need capital markets litigation or enforcement services.

Our work in securities litigation includes services provided to:

• a party in a lawsuit against two Romanian financial services companies, arising from transactions with derivative instruments on a local stock exchange
• a 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 the Sibiu Derivatives Exchange
• the subsidiary of a major international credit institution, with respect to a potential derivatives lawsuit
• the financial supervisory authority with respect to various issues involving capital markets implications and dispute potential disputes, including disputes related to the implementation of squeeze-out procedures into Romanian law
• various companies in connection with enforcement procedures related to shares listed on the Bucharest Stock Exchange
• one of the largest investment funds listed on the Bucharest Stock Exchange, in relation to a series of minority shareholders disputes