Deloitte legal Romania practice areas

Our transaction expertise includes:

• Assisting clients on loan facilities and the related security, including drafting, reviewing and negotiating the credit documentation (on a LMA and bespoke basis) and the related security documentation and, generally, assisting clients to reach the transaction closing
• Assisting clients in drafting, reviewing and negotiating bespoke restructuring documentation of various loan facilities (consensual restructurings)
• Assisting clients on the trading (acquisition or sale) of debt facilities and claims (in both portfolio and single ticket transactions), including reviewing the underlying credit documentation, the drafting, reviewing and the negotiation of the transfer documentation and, generally, assisting clients to reach the transaction closing
• Assisting clients with due diligence on assets, corporate due diligence, other collateral origination documents (e.g. lease agreements)

Restructuring advice

Being part of a full-service restructuring, insolvency and disputes/litigation team, we can deliver restructuring and insolvency advice including:

• Advising clients in relation to the validity and enforceability of contemplated transactions and the underlying documentation and, generally, in relation to businesses and/or assets our clients own or want to acquire
• Advising clients on the impact of insolvency proceedings on secured creditors’ rights and mitigating insolvency risks
• Advising clients in relation to the protection and enforcement of secured creditors’ rights

Regulatory compliance support and advice:

The financial services sector is currently one of the most regulated industries worldwide and regulatory constraints are expected to only increase. In-depth local knowledge and an international outlook are a must to ensure proper management of regulatory risks for financial institutions.

Our clients include:

• Banks and credit institutions
• Investment funds
• Corporate sponsors/borrowers

We offer a cross border perspective that matches the transnational nature of many corporations and their global activities.
We have a collaborative approach that combines different areas of expertise (such as specialized programs for preventing corruption and fraud or to combat money laundering) to identify criminal activities that can be subject to inquiries by regulatory bodies and later referred to criminal investigators.

Our services are in constant demand by corporate representatives who are looking to organize and perform sophisticated legal audit schemes that enable them to implement proactive and reactive strategies in order to prevent criminal exposure and reduce the burden of responsibility deriving from potential corporate crime.

Our team is dedicated to business criminal law, with a specific focus on tax evasion, money-laundering market abuse (market manipulation / insider dealing) and other business crime matters.

We offer a wide range of services, from general consultancy, prevention and compliance in multiple criminal legal matters, to assistance and representation during the criminal investigation or in court.

We provide assistance with ongoing requirements imposed on publicly traded companies, as well as capital market operators. Furthermore, we can assist our clients in designing and implementing share buybacks and stock option plans.

Companies (Pre-IPO and IPO phase)

• Analysis of the changes needed in the company’s bylaws, capital structure, in the relationship with its key shareholders or other related parties to become a public company (i.e. simplifying the company’s capital structure; moving assets in or out the entity going to be listed; intra-group restructuring etc.);
• Analysis of right corporate governance structure for the company post-IPO (i.e. number of board members; composition and independence of the board etc.);
• Analysis on how the Company’s employees could benefit from and participate in the IPO;
• Assistance for the Board and/or key employees on what becoming a public company means (i.e. privileged information regime; reporting obligations of a public company; how to deal with the market operator and the supervisory authority etc.);
• Assistance in drafting the legal parts of the prospectus (i.e. risk factors section; business section etc.);
• Draft of legal opinions, agreements with the intermediaries, disclosure letters, lock-up agreements, shareholders agreements, underwriting agreements etc. identified as necessary for the listing process;
• Assistance in filing and registration of various documents to the Financial Supervisory Authority, Bucharest Stock Exchange and Central Depository;

Issuers (Post – IPO phase)

• Assistance in the ongoing compliance of the company with the rules applicable to public companies (i.e. disclosure obligations, current reports, investor protection, convening notices, conflict of interests etc.);
• Analysis of the opportunities that arise from a company going public (i.e. share buy-back programs; share capital increases);
• Assistance in the ongoing compliance of regulated entities (i.e. asset management companies, brokers, investment funds) in matters pertaining to:
• Investigations on market abuse offences (insider trading/ market manipulation), either in front of the Financial Supervisory Authority or of the criminal investigation authorities;
• Court hearings related to the petitions filed over the measures imposed by the authorities;
• Price stabilization activities etc.

Investors

• Assistance in minority shareholder protection – enforcement of investor protection rules; abuse prevention; abuse remedies, including litigation;
• Assistance in takeover offers and squeeze-out procedures – buy-side due diligence; draft of the legal parts of the offering document; supervisory authority relationship management;
• Assistance in significant shareholder protection – minority abuse prevention; abuse remedies, including litigation;
• Assistance in investigations on market abuse offences.

The members of our team are also frequent speakers in competition related events and they are involved within AmCham competition committee in amendment of specific competition legislation.

Our team is dedicated to ensuring full services on competition law mandates.

Compliance & regulatory

• drafting distribution agreements, sale-purchase agreements or other commercial agreements or business policies, whereby parties’ commercial interests are reconciled with the competition legal provisions;
• analyzing practices and behavior of the economic agents on the relevant market with respect to competition law, including cartel or abuse of dominance practices;
• application of leniency regulations. 

Economic concentrations

• analysis of specific operations that might trigger the obligation to notify the Competition Council or the European Commission;
• drafting the notification form and handling of procedure in front of competition authority for obtaining the non-objection decision;
• auxiliary restrictions necessary for implementing an economic concentration;
• obtaining derogations from interdiction to put into effect an economic concentration before clearance.

Assistance during investigations

• assistance during investigations initiated by the Romanian Competition Council/European Commission  by offering explanations, submitting supplementary documents as well as, offering a bigger picture and a better understanding of the analyzed case in a given economic and legal context;
• court representation in challenging the sanctioning decision issued by the competition authority.

Competition Law Compliance Program

The most practical way of dealing with competition law issues is by putting in place compliance programs. Our team has the knowledge and practical experience in order to:

• identify the risks attached to specific case of business;
• assess the various levels of risks within the company and, if possible, seek remedies;
• putting in place a customized competition compliance manual;
• training the key employees in the field.

State aid

• general compliance requirements;
• legal assistance to state owned companies in the review of management delegation contracts from the perspective of state aid rules.

Our intellectual property practice covers a multitude of areas, addressing the legal requirements which should be considered in order to obtain legal protection, to maintain in full force the acquired rights and to dispose, either through licenses or assignments of the respective rights.

Consumer protection

Our services in this area include:

• Compliance with applicable laws of promotional and sales campaigns, including structuring promotional campaigns and drafting/review of promotional/advertising materials from the perspective of avoiding qualification as prohibited practice and in order to ensure full observance to applicable regulations;
• Legal assistance in all regulatory matters in connection with labelling, warranties, product safety and product liability;
• Legal assistance and representation in front of the authorities in connection with various consumer protection and food safety issues, including during controls and in challenging control documents (in collaboration with the litigation team);
• Advising on general consumer protection issues, including misleading and deceptive conduct, unconscionable conduct and the emerging area of unfair contracts;
• Providing advice on applicable regulations governing electronic commerce and privacy in the electronic communications sector, including with respect to online business;
• Legal assistance in connection with distance selling (online) contracts from the perspective of observing consumer protection regulations (including compliance with consumers’ rights, unfair clauses or unfair commercial practices regulations);
• Legal assistance on various food safety matters, including traceability requirements, materials in contact with food, food safety requirements (hygiene, microbiological, chemical) and restrictions and additional formalities in relation to food originating from areas affected by various diseases;
• Legal assistance on managing food alerts, including advising on withdrawal and recall obligations and procedures and liaising with the National Sanitary Veterinary and Food Safety Authority in the process;
• Legal assistance in connection with regulatory aspects, including review of permits, authorizations and licenses necessary for the operation of activities and storage and sale of various products and identification and assessment of compliance with related consumer protection and food safety obligations.

Our lawyers assist either the buyer or the seller during the entire process of taking over a target as well as Clients contemplating to entering into joint-ventures, starting with the legal evaluation thereof, going through the structuring of the alternatives for the transaction (either share deal or asset deal or joint-venture or merger/demerger or a combination thereof), the preparation of the contractual documentation, the negotiation, conclusion and implementation thereof.

Corporate

Our corporate practice covers a multitude of areas, from companies to regulated entities requiring special permits or authorizations for set up and operation. We accompany our Clients throughout various stages of corporate existence, including:

• Formation of the company
  Design of optimal corporate structure to meet the financial and commercial requirements of the project, advise the Clients in making decisions on various matters pertaining to the formation of a company and assistance with the incorporation and licensing formalities.

• Corporate changes and secretarial services
  Assist Clients in legal operations concerning capital restructuring, amendments of statutory documentation, compliance on corporate issues, secretarial services related to general meetings of shareholders, dissolution and de-registration procedures.
• Corporate structuring and restructuring
  Assists the Clients in assessing the legal implications of a corporate structuring/restructuring of their investments, via operations such as merger, demergers, spinoffs, transfers of business, outlining the main advantages and disadvantages of each of them and the steps to be taken for their implementation, and accompanying them through the entire process required for a successful completion.
• Intra-group agreements
  Assist Clients on corporate law aspects pertaining to intra-group transactions, including the preparation of the corporate approval documents (board of directors’ decisions, resolutions of the general meeting of shareholders, power of attorney etc.) and analysis of the limitations or constraints applicable to intra-group agreements such as loan agreements, debts waivers or assignment of receivables.
• Corporate governance
  Design and implement various corporate governance structures for protecting minority/majority shareholders’ rights, draft and assist clients during the negotiation and execution of shareholders’ agreements and management contracts.

Commercial

We understand the expediency, flexibility and a sound business approach, all these backed by thorough legal expertise is what Clients expect from their legal advisors. We always try to meet these standards. Our commercial law services include:

• Commercial contracts
  Drafting, reviewing and negotiation of the commercial contracts to be concluded with the Client’s business partners, suppliers or clients in order to ensure that the Client’s interests are best protected in the agreement from a legal and commercial perspective and that the contract is enforceable and concluded in compliance with the applicable law

• General advice on various commercial law matters
  Analysis of specific deals contemplated by the Client and determining the most favorable deal structure from a legal perspective, sponsorship agreements, marketing events, advertising arrangements, distribution agreements, partnership agreements and contracts for provision of consultancy services

• Notifications to contractual partners and authorities
  Assisting and representing the Client in front of its contractual partners and to the authorities, in relation to the performance of the relevant contracts or procedures
• Implementation of new projects
  Providing regular advice and assistance of the Client in view of developing the contractual structure necessary to be put in place in order to ensure the implementation by the Client of a specific product or concept in the relevant market. 

M&A

Due diligence and analysis

Thorough investigation of the legal affairs of the target, with emphasis on specific areas, tailored to meet the level of detail required by the Client, from “red flag” reports to descriptive reports; analysis and assessment of the due diligence findings’ impact on the envisaged transaction;

Structuring

Analysis and validation of the proposed transaction structure, identification of risks, design or confirmation of certain approaches, advice on relevant legal aspects, including specific regulatory compliance aspects;

Preliminary documentation

Assistance in drafting, reviewing and negotiating letters of intent, exclusivity arrangements and memorandums of understanding;

Shares Purchase/Asset Purchase/Joint-Ventures Agreements and other transaction documents

• Preparation, negotiation and execution of the shares purchase/asset purchase/joint-ventures agreements addressing the issues identified during the due diligence process and efficiently accommodating the agreed structure;
• Preparation and negotiation of ancillary transaction documents such as: security documents, escrow agreements, disclosure letters, management agreements, merger/demerger projects, including corporate approvals and power of attorney necessary in view of executing the transaction as well as any other necessary contractual documentation;

Implementation

Assisting and monitoring the fulfillment of conditions precedent corresponding to the transaction, preparation of notices to third parties, obtaining competition law clearance (in the case of economic concentrations), registration of shares transfers/asset transfers/joint-venture companies, post-signing assistance consisting of amendment of the target’s articles of association etc.

Additionally, we closely cooperate with other functions dealing with tax and HR matters and have a wide and thorough understanding of the complexity of tax and HR matters, while providing practical solutions to solve client’s problems.

In a relatively rigid and challenging legal environment, we help companies deal efficiently with employment related issues by providing customized contractual solutions, clear and effective internal regulations, compliant procedures, etc.

In this area, we offer assistance in:

Compliance

• preparation and review of individual labor agreements and addenda on specific matters;
• assistance within the process of hiring employees, preparing employment documents from the very beginning;
• drafting or reviewing Internal Regulation or other internal policies (on-call; benefit schemes; anti-harassment; flexible working etc.);
• information and consultation requirements in relation with the trade unions and employees’ representatives, as well as preparation and negotiation of collective bargaining agreement at the Company’s level.

Restructuring

• implementation of employment termination procedures, as well as amicable settlement of potential disputes;
• assistance during the transfer of employees in case of transfer of undertaking
  The obligation to take over the employees becomes relevant in the context of various transactions involving the takeover of a company / business. We advise our Clients on employment law aspects from the initial stage of the transaction, starting from the structuring and due diligence, to its implementation and ending when the last formalities and procedures are completed.

Litigation assistance including pre-litigation assistance

Our legal expertise allows us to defend our Clients’ interest in front of the courts of law in litigation matters concerning employment issues. Our services cover the litigation process from start to finish and include drafting and filing the claims with the relevant courts of law, clients’ representation in front of the courts, challenging the court decisions, as well as assistance and representation during the negotiations for settling the litigation. In addition, we offer assistance during targeted inspections by labor authorities.

Assistance on mobility procedures

We offer assistance on mobility or secondment procedures, which may be implemented at the company’s level, both for employees seconded from Romania and for employees seconded in Romania.

Our experienced and dedicated team advises clients from various industries on all environmental law matters.

Energy

Regulatory aspects

We are constantly involved in regulatory matters connected to the licensing process, construction of new plants, legal regime of the assets used within the production or distribution processes, tariffs regime and regulatory surveillance.

Transactional assistance

Our team is advising on a wide range of transactions, within all steps, starting with the due diligence, drafting of the contractual documentation and the negotiation thereof. At the same time, we were involved in complex corporate restructuring process for some of the most important players in the energy market.

Corporate and commercial

In this area, we developed a wealth of experience in drafting, negotiating and concluding the industry-specific agreements. At the same time, we provide full-scale advice on the structuring of new marketing/sale chains for the suppliers who diversify their offer in the context of the liberalization of the electricity and natural gas market. On the corporate side, we provide day-to-day advice to the companies in the area, considering the special regulatory requirements applicable in their field, further to the implementation of the un-bundling EU and local requirements.

Public procurement

Since many of the entities playing in the energy field are either state-owned or enjoying special or exclusive rights, we are best placed to advise them in the structuring of the competitive selection procedures, as well as in case of audits made by the Court of Accounts.

Environment

Waste management health checks and compliance

Review of compliance with waste management requirements, particularly packaging waste and WEEE, and assistance in implementing remedial/ risk mitigation actions, including drafting procedures, contract drafting and review, assessment of traceability documentation, etc. Special focus on review of exposure towards the Environmental Fund and risk-mitigation and prevention actions, in collaboration with the colleagues from Deloitte Tax.

Permitting assistance

Identifying permitting requirements for developing various types of projects (including within or in vicinity of natural protected areas) and performing various activities. Assisting clients in the environmental and water management permitting procedures in all development phases of a project (planning, construction, operation) and representation before national and local environmental authorities in the permitting procedures, including in relation to comments/ challenges from the interested public.

Industrial emissions and pollution control and management

Advice in relation to limits for different industrial emissions, the EU-ETS system, pollution abatement, monitoring and reporting requirements. Advice and assistance in relation to environmental liability, managing historical and accidental pollution, including in what regards assessment and remediation actions.

Due diligence and transaction assistance

Identifying environmental related risks in due diligence exercises. Assistance on various environmental matters (obtaining/ transferring permits, environmental obligations, liability for pollution) in transactions. 

Controls

Assisting clients during controls and teaming up with the colleagues from the litigation department for challenging the control documents issued by the National Environmental Guard, National Environmental Protection Agency and the Environmental Fund Administration.

Assistance on product related requirements

Ensuring the necessary support to producers, importers, distributors and service providers in identifying and observing the environmental requirements applicable to the production and selling of various products and provision of various services, including from the perspective of the specific requirements on RoHS, WEEE, hazardous substances and mixtures (REACH, CLP), packaging and waste management. Assistance with registration requirements (e.g., EEE/ BAA producer).

In the field of insolvency, we offer assistance:

For the purchaser of a company in distress/assets from a company in distress:

• Transaction assistance in preparation of the transaction documents and negotiation with debtor;
• Assistance during the implementation process: ensure transfer of shares/assets free of encumbrances, registration formalities, employees matters, Competition Council clearance;
• Assistance further to the acquisition: representation in court for challenging decision of judicial administrator or liquidator, Creditors’ Assembly etc.

For the creditor of a company in distress:

• Analysis of the contract originating the claim and security documents, ask for registration of the claim and secure their priority against other creditors, if this is the case;
• Analysis of position in insolvency files;
• Analysis and assistance for challenging fraudulent transactions prejudicing their rights;
• Assistance during Creditors’ Assemblies;
• Assistance in preparing and sustaining a reorganization plan;
• Court representation in various insolvency related aspects.

For the company in distress:

• Prescreening the potential insolvency requests by assessing whether the legal conditions for opening of proceedings are met;
• Debt restructuring in pre-insolvency phase;
• Screening the insolvency requests and assessing the actual risk of the debtor in entering the insolvency procedure;
• Assistance during judicial proceedings both in front of courts of law and towards the creditors.
  
  
  

For the shareholders/directors:

• Assessing the risk for proceedings against the shareholders/management, which might have caused the insolvency.

Our lawyers are defending the rights and interests of our Clients in a wide range of disputes, covering tax litigation, commercial disputes, administrative litigations, public procurement related disputes or competition law – related claims.

In our professional endeavors, we firstly ensure prompt evaluation of the specific litigation case and we identify the most appropriate way to approach it. Decisions regarding litigation strategy take into consideration a large number of aspects, including potential damages, strengths and weaknesses of the opponent's position, settlement offers and cost/benefit assessment. During all phases of court litigations, we adapt our strategy, re-assess the situation and recommend to our Clients the most advantageous course of action, based on the specific progress of the case. 

Tax and administrative Litigations

Our combined tax and legal expertise allows us to defend the interest of our Clients in the most complex tax litigation cases. Our tax and legal team work together from the initial stages of a tax dispute, usually a tax audit, covering both the legal and tax matters of the case. In the event that the results of the tax audit are not favorable to our Client we provide them first with our thorough assessment of the risks and the winning/losing chances of the specific case.

We assist the Client during the administrative proceeding in persuading the tax authorities to reverse their decisions or to timely issue their decision on a specific request. This approach prevents our Clients avoid unnecessary time spent in court and of course related costs.

Finally, when a tax dispute cannot be solved during administrative proceedings, we are well prepared to continue the legal battle with tax authorities before the court. Our combined expertise in tax and legal matters is the right mix for obtaining favorable outcomes for our Clients even in the most complex and difficult of tax disputes. We offer our Clients full representation services in all levels of jurisdiction and throughout the country.

Commercial Disputes

We assist our Clients both in commercial pre-litigious and business-related disputes regarding the recovery of commercial debts, corporate conflicts, enforcement proceedings, breach of contractual provisions (including FIDIC contracts), termination of contracts, labor litigations, commercial arbitration, capital markets litigations, competition law related disputes.

We offer assistance in all stages of public sector related projects, from the structuring phase, to the implementation, negotiation and signing of public procurement, joint venture, concession or PPP contracts. In this respect, our legal services consist of:

Providing analysis and legal opinions on the EU and national regulatory framework of public procurement projects, including project structuring and implementation assistance and advice on the possible amendment of public procurement, concession, joint venture or PPP agreements;

Assisting contracting authorities/entities or private investors in all stages of public procurement, joint venture, concession and PPP projects, starting with preparation of the feasibility and substantiation study, design of the awarding documentation and procurement procedure, or providing assistance in drafting the offer in order to ensure conformity with the tender documentation. We also provide assistance during negotiations and signing of the contract as well as during the implementation stage, as the case may be.

Providing highly specialized legal assistance with all procedural aspects regarding public procurement and EU funding related litigation, both during the administrative litigation procedure in front of the Complaints as well courts of law.

Providing trainings on EU/national public procurement procedures/regulatory framework to public entities, bidders and EU funds beneficiaries. 

Legal assessment of (public) procurement procedures organized/financed by public authorities and other financing bodies, on behalf of the latter (e.g. Ministries, the World Bank, EBRD, etc.).

The professionals working with Reff & Associates have wide expertise in public procurement, EU funded and concession or PPP projects, being involved in the drafting of a toolkit and a manual applicable to all national contracting authorities with respect to applying the concession legislation as well as delivering trainings and conferences to central and local public authorities regarding the implementation of public procurement and concessions legislation, drafting substantiation studies of concession decisions for contracting authorities, representing and assisting private investors during negotiations with the public authorities and providing assistance in various public procurement, joint venture and concession projects.

Our specialists provide assistance for transaction support, structuring of real estate transactions, title verifications, title insurance land utilization, zoning, administrative regulations, investment vehicles, acquisition and disposals, mortgages and others.

Transaction assistance

Straight forward and complex transactions, portfolio acquisitions, forward purchase agreements, sale and lease back, joint ventures and partnerships, real estate private equity fund investments in commercial, industrial, retail, residential and green energy projects including - legal assistance in all stages of the deal.

Structuring the transaction

Design and implement the structure of the transaction In accordance with the Client's objectives and specifics of each transaction.

Pre-contractual documentation

Letter of intent, memorandum of understanding, heads of terms, term sheet, promissory sale and purchase agreement.

Due diligence

Investigations of the target's legal affairs (in the case of share deals) or mainly the property (asset deals), with emphasis on specific areas, such as; ownership title, ownership history, encumbrances and litigation; different levels of details, from descriptive reports to highlighting of findings; analysis of findings and assessment or their impact on transactions, design and implementation of solutions to findings, including revisiting the deal structure.

Transaction documentation

Our professionals are experienced in drafting, revising and negotiating share/asset purchase agreements and joint venture agreements in accordance with the applicable market best practices in Romania and aim to customize the documentation in accordance with the particularities of the commercial structure and the property in order to provide a suitable transaction Instrument as well as to address the issues identified during the due diligence process (including potential findings revealed by the technical due diligence), this process implies negotiation of both business and legal matters.

Post-closing and transaction implementation documentation

Our team ensures that post-closing and transaction implementation is closely monitored and that all specific documentation necessary to assess such process is prepared and ready for execution (e.g. confirmations of fulfillment of condition precedents, takeover minutes, price statements, supervision of the registration procedures with the Land Book, etc.).

Title insurance

Depending upon the specificity of your project, the necessity may arise that a title insurance should be contracted. We have had significant exposure to such remedies in the field of title defects including both lender and owner policies and we have negotiated policies for assuring coverage from the perspective of the best practices in the area.

Construction assistance

Drafting, revising and negotiating construction agreements including all FIDIC-based agreements, in accordance with the applicable market best practices. Our services include claim preparation, pre-contractual and post-contractual assistance.