Capital Markets & Securities

Our capital markets lawyers advise clients on all types of securities transactions, regulatory compliance, and corporate governance issues, including public and private securities offerings, as well as securities law and corporate governance. We offer timely and cost-effective advice to issuers, underwriters, and equity holders, enabling them to undertake a full range of equity and equity-linked capital markets transactions.�Our expertise covers the following:

? Assisting the clients throughout the authorization procedures pertaining to various capital market transactions: mergers, demergers, spin-offs; equity and debt public offerings; listing and de-listing procedures

? Legal advisory services for institutional investors on all matters pertaining to transactions with various financial instruments, and assistance and representation in disputes pertaining to the capital markets

? Legal advice on corporate governance related matters (implementation of the corporate governance principles; representation in the disputes regarding shareholders� rights; regulatory and compliance matters)

? Legal advice on various regulatory and compliance matters

? Legal advice and representation in disputes for the annulment of the administrative deeds issued by the capital market authorities.

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DEALS

Advising and representing an important general contracting company from Middle East in connection with its participation in the privatization process of the largest Romanian manufacturer of power transformers and rotating electrical machines (listed company) and carrying out all activities for closing the acquisition of the majority shareholding in the privatized company, the transaction value being of approximately EUR 90mn; providing legal advice and representation in the post-privatization phase in connection with the day-to-day activities of the privatized company (i.e. share capital increases and decreases, participating in joint-ventures, creating encumbrances, post-privatization assistance), including in connection with the restructuring of the privatized company (drafting the reorganization plan; providing legal advice and representation in the relationship with the labor unions; advising on the outsourcing and/or the divestiture of certain activities performed by the privatized company, including for drafting and negotiation the transaction documents; providing legal advice in connection with the procedures aimed at settling the arrears of the privatized company and in connection with the litigations brought by the National Agency for Fiscal Administration)

Advising and representing one of the leading Romanian companies operating in the field of electrical and thermal power generation throughout the privatization process by way of shares sale on the capital market (i.e. initial public offering followed by listing on the regulated market), the initial public offering amounting over EUR 100mn, including legal advice in prospectus drafting and representation of the issuer before the capital market authorities

Advising the transmission and system operator on the Romanian electricity market throughout the privatization process by way of shares sale on the capital market (i.e. secondary public offering), the public offering amounting approximately EUR 37mn

Advising the Romanian affiliate of an important Italian manufacturer of medical devices in connection with its participation in the privatization process of a Romanian listed company operating in the same field, and performing all activities for closing the acquisition by the client of the majority shareholding in the privatized company in a transaction amounting to EUR 15mn; legal advisory and representation in the post-privatization phase in connection with the day-to-day activities of the privatized company, including in connection with the share capital increases, the merger between the privatized company and the Romanian affiliate of the Italian manufacturer, the overseeing of the relationship with the minority shareholders, drafting all capital market related reports and liaising on behalf of the client with the capital market institutions

Advising and representing a major Romanian producer in the chemical industry in Central and Eastern Europe, in connection with its day-to-day activities, including in connection with complex transactions and matters such as: the acquisition of certain assets from the most prominent oil and gas integrated company in South East Europe in an asset deal amounting to EUR 13mn; obtaining state aid clearance from the European Commission; disputes with minority shareholders

Advising a governmental authority throughout the procedure of selecting the intermediary of a secondary public offering for sale of shares issued by the most prominent oil and gas integrated company in South East Europe

Advising and representing a leading international manufacturer of stainless steel long products in connection with its participation to the privatization procedure of a listed Romanian company operating in the same field, by way of transferring the shares sale-purchase agreement in a novation transaction, including the performance of the legal due diligence investigation, assistance in negotiating the transaction documents and closing the acquisition of the majority shareholding in the privatized company in a transaction amounting to EUR 30mn, assistance in obtaining the clearance for certain tax concessions and in obtaining the merger clearance; assistance in the post-privatization phase

Advising and representing a consortium of investors in connection with its participation to the privatization procedure of an important manufacturer of engines and turbines (listed company), including by conducting the legal due diligence investigation, assisting the client in negotiating and signing the transaction documents, assisting the client in obtaining the merger clearance and in closing the acquisition of the majority shareholding in the privatized company, the transaction value amounting to EUR 50mn; assisting and representing the client in connection with the restructuring of the privatized company (for instance, the transfer of activities and assets to affiliated entities through spin-off operations; the transfer of certain assets; the increase and the decrease of the share capital; contracting bank loans; entering in joint-ventures for performing new activities)

Advising and representing an important Romanian distributor of pharmaceuticals throughout its merger, as absorbing company, with three other pharmaceuticals distributors, both closed and publicly-held companies, including in preparation of the merger, in drafting the merger project and all corporate deeds, and in notifying the economic concentration to the Competition Council and in obtaining the merger clearance

Advising the Romanian State throughout the procedure of selecting the intermediary of a secondary public offering and listing of shares issued by the largest fixed telephony operator in Romania

Advising an asset management company in connection with the public offering of units issued by the closed-ended investment fund under management, the public offering amounting over EUR 5mn, including by advising on drafting the prospectus and by representing the asset manager before the capital market institutions

Advising the Romanian State throughout the procedure of selecting the intermediaries of the secondary public offerings for shares held by the state in 8 companies, including in the largest Romanian airport operator

Advising a governmental authority on implementing the privatization strategy for an important Romanian manufacturer of pharmaceuticals, the transaction value being estimated at that time at over EUR 90mn

Advising the intermediation syndicate throughout the listing of the gas transmission operator in Romania aimed at privatizing the company by way of shares sale on the capital market (i.e. initial public offering followed by listing on the regulated market), the initial public offering amounting up to EUR 65mn, including legal advice on prospectus drafting and representation of the issuer before the capital market authorities

Advising and representing the largest closed-end investment company in Romania in connection with the registration of its ownership right over the shareholdings belonging to its equity portfolio, or in exercising its shareholder rights, as well as representation of the client before the courts of law in defending its shareholder rights

Advising the intermediation syndicate throughout the listing of the transmission and system operator on the Romanian electricity market, a procedure aimed at privatizing the company by way of shares sale on the capital market (i.e. initial public offering followed by listing on the regulated market), the initial public offering amounting up to EUR 35mn, including the preparation of the legal due diligence report, advising on prospectus drafting and representing the issuer before the capital market authorities

Advising the Romanian affiliate of one of the largest aluminum extrusion and profiles production groups in Europe in connection with its initial public offering for sale of shares amounting up to EUR 8mn and its listing on the regulated market, including the preparation of the legal due diligence report, advising on prospectus drafting and representing the issuer before the capital market authorities

Advising an important Romanian milling and bakery company throughout its merger with two other companies operating in the same field, in a transaction leading to the incorporation of one of the most prominent players on the domestic milling and bakery market

Advising an important Greek company operating in the field of glass products manufacturing in connection with a public offering of high yield notes amounting to EUR 140mn and being listed on Luxembourg capital market, by conducting the legal due diligence of the Romanian affiliate of the issuer and by assisting on drafting the prospectus

Advising an important Romanian printing company in connection with its merger with two other companies operating in the same field

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