wide range of legal services
Creative Solutions for Legal Problems
1. Corporate and commercial law
Our attorneys at law are ready to provide a wide range of services such as:
- Assisting our clients in structuring complex merger transactions, including preparation of related merger documentation;
- Assessing the legal requirements applicable in case of a merger, acquisition, winding off, spin-off, dissolution, liquidation and bankruptcy;
- Advising in relation to various acquisition transactions, including preparation of the initial memorandum of understanding, drafting of the relevant contracts and assisting during contracts’ negotiation;
- Performance of the legal due-diligence investigations in order to identify the major risk areas regarding a potential target to be acquired;
- Assessing major issues related to the implementation of a transaction including preparation of all the necessary corporate documentation and the negotiation of the transaction documentation;
- Advising in relation to the governance and compliance issues.
2. Real estate
As the real estate represents today a major investments opportunity, we have created a very strong real estate team ready to provide and handle a wide variety of sophisticated transactions and services such as: (i) real estate legal reviews, (ii) real estate acquisition, disposal or spin- off, (iii) real estate transaction documentation, joint ventures and investment vehicles, (iv) review of liens and encumbrances over real estate, as well as drafting and registration of collateral contracts, (v) drafting of various contracts such as construction, rental, development and concession contracts, etc (vi) property litigation.
The assistance we are able to provide to our clients includes, without being limited, to the following:
- Advising investors and developers on the acquisition of land for building residential and industrial constructions or on the acquisition of already existing constructions, ensuring the validation of the sellers’ ownership right, fulfillment of necessary formalities (e.g. compliance with pre-emption right, re-zoning permits, urban planning requirements, etc), aimed to ensure compliance with applicable laws;
- Identifying and mitigating various risk areas specific to certain types of ownership;
- Negotiation and drafting of various real estate agreements, such as: sale-purchase agreements, rental agreements, security agreements (mortgages pledges, etc);
- Registration of real estate agreements with competent authorities (e.g. Real Estate Registry, Tax Authorities, Electronic Archive for Movable Assets, etc) in order to ensure opposability against third parties and meet compliance requirements;
- Reviewing the liens over properties, as well as drafting of mortgage and pledge agreements;
- Reviewing and mitigating restitution claims;
- Assisting in obtaining real estate financing, including drafting and negotiating loan documents, security instruments, etc.
3. Contracts negotiation and drafting
Our attorneys at law can assist clients with regard to their contractual relationships, both with their customers and suppliers, throughout the entire negotiation, execution and performance process. Our services in this area include among others:
- Assistance during the preliminary phase of selecting a contractual partner, presenting the main legal and business issues to be taken into account and outlining the areas of concern, potential roadblocks and pitfalls to be avoided;
- Advice and assistance during contract negotiation;
- Drafting and adapting, based on the client’s specific needs and requirements, all the necessary contractual documentation, including offers or calls for offer, tender documentation, various types of contracts, etc. and assistance regarding the execution and, if necessary, registration of the respective contract;
- Assistance during the contract performance phase, including negotiation and drafting of potential amendments to the respective contract;
- Legal advice and assistance in case of contract termination;
- Legal remedies, including claims for damages in breach of contract situations, etc.
- sale purchase contracts
- rental or lease contracts
- various services contracts
- commission contracts
- management contracts
- distribution contracts
- finance contracts
- construction contracts etc.
4. General business and regulatory advice
Our Law Office is also able to provide legal assistance and advice on other relevant business law matters such as privatization and investment incentives, protection of foreign investment, collection of receivables, environmental protection, public procurement, foreclosure procedures.
We are also able to provide assistance throughout the entire process of setting up a Romanian entity (company, subsidiary / branch of a foreign company, representative office, joint venture, etc.) as well as assistance in relation to other various corporate changes such as: increase or decrease of the share capital, transfer of shares, change of the object of activity, etc. Thus, our assistance would generally consist in:
- Providing a comprehensive list of all the documents required to set up a new Romanian company, accompanied by the corresponding samples
- Arranging for the execution and/or translation into Romanian language of all the corporate documents including the Constitutive Deed based on information provided by the client
- Preparing and submitting the incorporation file to the competent Trade Registry Office and representing the client throughout the entire registration procedure
- Advising on the procedure and requirements to be fulfilled for general meetings of various corporate bodies (e.g. general ordinary and extraordinary meetings of shareholders, board of directors meetings, etc.)
- Drafting various corporate documentation such as decisions of the general meeting of shareholders, board of directors meetings, decisions of sole shareholder
- Fulfillment of legal formalities relating to the activity of such corporate bodies (e.g. publication in the Official Gazette of Romania, part IV of the necessary calling notices and of the decisions made by the respective corporate bodies)
- Assistance for other various corporate changes such as: increase or decrease of the share capital using various method (in cash or in kind contribution, etc), transfer of shares, change of the registered office, change/appointment of the directors, setting-up or closing of subsidiaries, branches, offices, warehouses, representative offices, agencies, working points, dissolutions, liquidations, spin-off, winding off, etc.
5. Intellectual property rights & IT & communications
Our services in such cases include:
- Advising in relation to the registration requirements and procedure which should be followed for a complete protection of Intellectual Property rights;
- Advice for protecting and exploiting all types of Intellectual Property and technology assets, such as patents, trademarks and know-how, license agreements, legal remedies against unauthorized use of patents, trademarks, know-how, etc;
- Assisting clients in front of the relevant authorities in order to ensure a successful completion of the registration formalities of the Intellectual Property rights;
- Performing of Intellectual property legal due diligence;
- Advising clients in relation to specific Intellectual Property agreements such as: franchising, transfer of know-how agreements, transfer of license agreements, manufacturing and distribution agreements, research and development agreements;
- Advising clients in relation to various IT and communications legal issues.
6. Banking, project finance, securities and insurance
Our services in this field include among others:
- Drafting and negotiating loan and financing agreements;
- Advising clients on all aspects in relation to managing, operating and controlling banking operations and compliance with applicable foreign exchange regulations;
- Fulfillment of the necessary notification formalities with the National Bank of Romania in case of certain currency operations;
- Advice in connection with project finance transactions;
- Assistance regarding the setting up and registration, with the competent authorities, of various types of securities, including pledges and / or mortgages;
- Advice regarding various types of credit titles such as promissory notes, etc;
- Assisting clients in relation to the legal requirements for the admission to the capital market, listing and delisting procedures, public offers, etc;
- Advice with regard to various insurance matters, including assistance in front of the Insurance Supervisory Commission.
7. Employment related issues
We offer a broad variety of employment related services, including:
- Advice regarding the legal conditions, procedure and requirements to be observed in case of hiring / dismissing personnel;
- Drafting and amending employment related documentation such as individual labour contacts, prior notice letters, termination decisions;
- Drafting and amending labour / service contracts for management positions, legal advice on creating / amending and implementing various management structures, management compensation and benefits, etc;
- Assistance in case of collective lay-offs, including drafting the necessary documentations (e.g. collective lay-off projects, notifications to be addressed to the trade union and various labour authorities, termination decisions), advise on the legal requirements and procedure to be followed, compulsory / optional severance packages to be offered to the dismissed personnel, negotiations with the trade unions and the labour authorities, etc.);
- Assistance regarding collective labour relationships such as drafting and negotiation of collective bargaining agreements, assistance during the yearly collective negotiations, drafting Company internal rules and policies, relationship with trade unions and / or employee representatives, etc;
- Advice on health, social security and labour protection issues such as: contributions to be paid to state / private social security / health systems, maternity leave, retirement, pension schemes, labour protection rules and requirements, etc;
- Advice and assistance regarding foreign citizens’ employment issues such as work permits and visas, etc.
8. Litigation and disputes
Our attorneys are prepared to assist clients with any commercial or administrative disputes they might encounter during their activity, generated by civil, commercial or administrative issues, related business disputes, intellectual property, tax issues, bankruptcy insolvency and foreclosure procedure, insurance, labour and real estate issues, appeals against the result of the tax audit.
Our attorneys are able to represent their clients at all levels of jurisdiction, including in front of the Romanian High Court of Cassation and Justice (the highest degree of jurisdiction in Romania).
Our services in such cases include:
- Advice during any preliminary amicable settlement procedure, including, if requested by the client, negotiations with the opposing party;
- Establishing the best litigation strategy;
- Drafting and filing preliminary complaints against public authorities;
- Drafting the appropriate action at law and filling it with the competent court;
- Advice and representation in front of the competent court throughout the entire litigation, including during ordinary and extraordinary appeal procedures.
9. Competition and regulatory
Our lawyers can provide a wide range of competition law related services, including:
- Presentation of the various requirements imposed by the Romanian competition legislation;
- Analysis of specific operations (mergers, acquisitions, conclusion of a significant contract) envisaged by a company / group of companies in order to determine whether there are any restrictions, requirements or formalities imposed by the Romanian competition legislation for the respective operation;
- Drafting the necessary documentation (notification to the Romanian Competition Council, etc.) and representing the client in front of the Romanian Competition; Council during the procedures required in order to obtain the necessary clearance for an envisaged operation;
- Advice on various competition law matters such as antitrust issues, abuse of dominant position, economic concentrations, etc.