Directors’ Liability (civil and criminal exposure) and corporate governance implications
From theory to practice
Through its decisions, the management of a company is exposed on a daily basis to the risk of civil or criminal liability. The failure to thoroughly document an operation, the take over from the former management and failure to identify past irregularities are just some practical examples that can generate liability risks.
In the context of an increasing tendency of state bodies to verify how the business are managed or the opportunity of an operation, the seminar provides to its participants a structured approach of this area, bringing into discussion points of interest regarding:
- Applicable legal framework and the obligations of a manager
- Liability types
- Practical examples
- Modalities of mitigating the risks of liability
The event will include interactive discussions during which our lawyers, specialized in corporate and criminal law, will present up to date topics and practical elements in the field of corporate governance, including from the perspective of criminal liability.
9:00 – 9:30 Registration of the participants
09:30 – 10:45 Important issues to be known by any manager:
- Applicable legal framework
- Diligence legal obligations
- Obligations related to the company’s accountancy and preparation of the financial statements
10:45 - 11:00 Coffee break
11:00 - 12:30 Types of liability
- Civil liability: towards third parties and the company
- Criminal liability: who and in which context can be held liable. Preparatory concepts regarding the criminal liability
12:30 – 13:30 Lunch break
13:30 – 14:30 Hot topics – practical examples
- Tax evasion and money laundering
- Relevant offenses in the Criminal code
- Relationship with the shareholders: distribution of dividends / profit during the year, intra-group agreements and credit and guarantee relations between group companies
14:30 - 14:45 Coffee break
14:45 – 15:45 Modalities of reducing the liability risks
- Can the liability risks be managed?
- Do compliance programs mitigate the liability?
- Questions and answers
150 € – per participant
Snacks are included during the event. The participation fee does not include VAT.
The invoice for the participation fee will be issued and provided after the event.
In order to preserve the interactive nature, the seminar will have a limited number of participants. Please confirm your participation by registering here.
*The official language of the event is Romanian.
Georgiana Singurel - Partner, Reff & Associates, member of Deloitte Legal in Romania
Georgiana has over 18 years of experience as a lawyer, out of which in the last 16 years she was part of the legal team of Deloitte in Romania. Georgiana is specialized in M&A projects, including group reorganizations processes, commercial transactions, joint ventures and also in public procurement and concessions matters.
Georgiana has wide experience in M&A projects as she coordinates on a constant basis various projects on buy-side or sell-side, in various industries and fields such as manufacturing, pharma, retail and consumer business, from the initial structuring phase, going into the due diligence and then preparation, negotiation and execution of contractual documentation. She advices a large variety of international clients on all legal matters pertaining to their business in Romania, including corporate transactions, acquisitions and divestments. She is also experienced in group reorganizations processes.
Deal highlights include:
- Assisting Goodmills Group in Romania, an important player in the bakery and milling industry, for executing a complex and multi-disciplinary transaction involving reorganization through a separation of an industrial platform and a forward sale of a separate factory with a value of tens of million EUR; (2014-2016)
- Advising the management and the minority shareholder of the Recyplat, the minority shareholder in the Green Group, the largest recycling group companies in Romania, in the context of the replacement into the shareholders structure of the majority shareholder in a transaction of tens of million EUR; (2016)
- Assisting Goodmills Romania, former Titan SA, in relation to a business transfer agreement for the retail activity of the group, consisting in the transfer of ownership of 45 food stores, involving the transfer of employees, equipment, good will, stocks, receivables and trademarks, including the legal due diligence on real estate aspects pertaining to the ownership over the stores; (2016)
- Assisting Trakya Cam Sanayii part of Sisecam Group, a global leading company in the field of flat glass, in concluding a transaction in Romania, with an investment value of more than 50 million EUR and legal assistance throughout the entire cycle of the investment; (2012-2017)
- Assisting BCR, the largest bank in Romania, during the entire merger process, including the analysis of the related implications involving the transfer of the entire real estate portfolio (more than 2000 real estate assets) from two group companies specialized on asset management to the bank; (2016-2017)
- Assistance to Petrom within a multidisciplinary project, in relation to the implementation of a shared services center in Romania, including the analysis of the legal implications of a contemplated restructuring of the business (separation of business); (2014)
- Advising Romtrans, the leading Romanian logistics and forwarding company, alongside the merger process, following the complex acquisition process of Romtrans by Schenker & CO Ag (division of Deutsche Bahn AG); (2009-2010).
Cătălina Stroe - Managing Associate, Reff & Associates, member of Deloitte Legal in Romania
Catalina is Managing Associate in Reff & Associates. Previously she was part of the Forensic team of Deloitte Romania and she has a solid experience in offering consultancy to both banking and non-banking institutions and she is specialized in AML/CTF and fraud prevention as well as anticorruption. As an AML/CTF expert, Catalina was member of Minister of Justice team that has driven the reform agenda on anti-money laundering and terrorism financing issues (amending national legislation, coordination of national institutions with responsibilities in the field, organized and ensured technical assistance for the peer-review missions) and she was a Moneyval evaluator.
As a lawyer, she provided business crime prevention strategies and offering tailor fit solutions (addressing clients’ criminal compliance risks and mitigate problems before a potential investigation) and she was involved in legal assistance and representation of various important national and multinational companies and private individuals in criminal investigations, as part of teams dealing with complex parallel proceedings with criminal, civil and fiscal/administrative elements.
Deal highlights include:
White Collar Crime prevention and Compliance Responsibilities
- Providing business crime prevention strategies and offering tailor fit solutions (addressing clients’ criminal compliance risks and mitigate problems before a potential investigation);
- Conducting internal compliance audits and investigations;
- FCPA investigations;
- Compliance with regard to public procurement procedures;
- Investigation actions to the detriment of shareholders, conflicts of interest of management and other employees;
White Collar Crime Defense Responsibilities
Involved in legal assistance and representation of various important national and multinational companies and private individuals:
- Providing criminal files strategies;
- Preparing the defense line (witness declarations, suspect/charged person declarations, memorandums, letters, official requests and complaints in the name of the companies and/or management bodies addressed to the investigation bodies, documents required in different procedural phases etc.)
- Part of teams dealing with complex parallel proceedings with criminal, civil and fiscal/administrative elements
Recent criminal investigations: tax evasion, fraud, European funds fraud, public procurement, corruption and other similar crimes, abuse of office, money laundering, fraudulent bankruptcy and other related crimes committed during the insolvency proceedings, IT and cyber-crime.
The event will be held on October 25, 2017, at Hotel Intercontinental - Sala Hora (4 Nicolae Balcescu Boulevard), Bucharest. For registration, please access this link.
Mobil: +40 730 585 781
You can cancel your registration for this event, by sending an email to email@example.com not later than 5 days before the date of the event. We reserve the right to cancel the event if the minimum number of confirmations is not met. In this case you will be informed in due time.