BIRIS GORAN SPARL

Address: 47 Aviatorilor Blvd., Floors 1 & 2, 1st District, Bucharest, RO-011853, Romania
Tel: +40 21 260 07 10
Fax: +40 21 260 07 20
E-mail: [email protected]
Web: www.birisgoran.ro
Most senior representative: Gabriel Biris, Co-managing Partner
No. of local partners: 10
No. of lawyers: 40
Year founded in Romania: 2006
Offices in Romania: Bucharest
Representative clients include: Banca Comerciala Romana, Lidl, Red Bull, Orange, Global Vision, Japan Tobacco International, Hagag, eMag, Inditex Romania, Renergy Power Plants.

Partners and heads of practice

Gabriel Biris, Co-managing Partner

Practice Area: Tax

Gabriel is a founding partner of Biris Goran and is widely regarded as one of the leading tax experts in the country. Gabriel has over 28 years of experience in Romanian tax matters, having advised clients on complex tax litigation, compliance and structuring issues. He is well-known in the Romanian media for his tireless advocacy for meaningful tax  reform to assist the business environment in Romania. Between December 2015 and September 2016, Gabriel was Secretary of State in the Romanian Ministry of Finance, in charge of tax legislation. He represented Romania at the First Inclusive Framework of OECD’s Anti-Beps Plan in Kyoto, Japan, in June 2016. During his mandate, he also promoted a future of VAT based on reverse charge with the European Commission. Gabriel currently represents Biris Goran as the Romanian member in the VAT Expert Group set up by the European Commission – The General Directorate for Taxation and Customs (TAXUD) in Brussels. The last 17 editions of Chambers Europe confirm his reputation, ranking him as “highly recommended”.

Gelu Goran, Co-managing Partner

Practice Areas: Competition and Antitrust

A founding partner of Biris Goran, Gelu is one of the top antitrust practitioners in Romania, acting primarily in the areas of competition and antitrust law as well as mergers and acquisitions for more than 26 years. He is regularly called upon by leading multinationals in Romania to handle major merger control applications, to assist during cartel or dominance investigations and to manage their antitrust compliance programs in areas such as banking, retail, construction pharmaceutical & energy. In addition to competition law, Gelu focuses on mergers & acquisitions. His  experience covers a large range of industries and business sectors, including fast moving consumer goods, construction materials, banking, tobacco, pharmaceuticals and breweries. Prior to this, Gelu worked in the Bucharest offices of US law firm Altheimer & Gray and Salans from 1999 to 2006. Before that, he worked at the Romanian Competition Council, where he investigated mergers and acquisitions, evaluated potentially illegal agreements and abusive business practices. A Fulbright Scholar, he is admitted to both the New York and Bucharest Bar Associations and is the  president of Romanian Association of Fulbright Alumni.

Mihai Nusca, Partner

Practice Area: Dispute Resolution 

Mihai has 20 years’ industry experience across the full spectrum of litigation matters, with special focus on tax, administrative, competition, commercial, white-collar crime matters, including arbitration. He is known for his innovative approach, especially in tax litigation files. Mihai joined Biris Goran in 2009 and was promoted to Head of the Litigation Practice in May 2012, in 2014 to Non-Equity Partner and early in 2018 to Equity Partner. Mihai is a prolific and veteran litigator, whose practical yet creative approach helps clients not only solve the matters at hand, but who finds time to contribute to law updates and advocacy for a better legal framework, as well as clarity and consistency in its enforcement. Industry sector expertise: banking, telecom, FMCG, energy/oil & gas, cosmetics, finance, environment, construction, gambling.

Daniela Lazea, Partner

Practice Area: Real Estate

Daniela is a Partner with Biris Goran since spring 2018 and joined the firm back in 2007. In the real estate field, few lawyers on the Romanian market have as much experience as Daniela. In her representation of Biris Goran clients, she has been involved in all real estate matters from A to Z: acquisitions, title investigations, title disputes, construction matters, industrial and office leases, zoning, etc. Daniela doubles as a seasoned M&A lawyer, handling many real estate transactions as M&A deals for cost and efficiency reasons, and has the skills required for managing complex large size transactions whether local or cross border. Daniela is a reputed negotiator with a solid and proven understanding and knowledge of developers and investors key focus and concerns.

Teodora Motatu, Partner

Practice Area: Corporate and M&A 

Teodora joined Biris Goran in 2009 and currently heads the firm’s Corporate/M&A department. Teodora focuses primarily on all corporate, M&A and IP matters. She has considerable experience in due diligence procedures, corporate mergers, spin-offs, and other restructuring efforts, as well as in assisting and advising on various investment transactions. She has been involved, as lead lawyer, in numerous transactions and negotiations, representing both domestic and foreign participants in M&A transactions, on both the buy and sale side. Teodora has solid tax and corporate restructuring skills, being involved as lead lawyer in several complex and high-profile corporate reorganizations. She deals routinely in M&A transactions with partners and senior lawyers from leading Romanian law firms and her pragmatism, command of the subject matter and logical reasoning are flawless. On the IP side, she has been involved in numerous due diligence exercises involving IT platforms and software companies. Teodora has also focused on other  various IP matters, such as preparation of the terms and use and privacy policies for various websites, assistance in relation to licensing agreements, management of trademark portfolios for various firm clients etc. She is a licensed intellectual property counselor.

Ruxandra Jianu, Tax Partner

Practice Area: Tax

Ruxandra Jianu is partner with Biris Goran Consulting, the tax consultancy firm of Biris Goran. With more than 23 years of experience in tax consultancy and business advisory, Ruxandra became an expert in mergers & acquisitions, complex restructuring processes (both domestic and international), as well as in assistance during tax inspections and disputes with the tax authorities. Ruxandra collaborates with the litigation department with respect to all tax disputes and with the M&A department with respect to all tax and financial matters which may arise in an acquisition, sale or business restructuring process. Her experience gives Biris Goran a unique advantage, as she may advise customers, from highworth individuals to multinationals, in their business activity, from the day-today challenges to complex investments. Before joining Biris Goran, Ruxandra was Tax Partner with TPA Horwath Quintus and Tax Manager with Philip Morris Romania. Ruxandra began her career in 2000 with PwC in Bucharest, where she started as tax consultant and became Tax Assistant Manager. Ruxandra is a tax advisor registered with the Romanian Chamber of Tax Advisors and is a Fellow of ACCA. She is also part of the Taxation Task force Steering Committee of Coalitia pentru Dezvoltarea Romaniei, representing the task force in the work group which advises the Ministry of Finance on Tax Code and Tax Procedure Code changes and modernization. She is actively involved in all the discussions for changes and modernization of the Romanian tax legislation, Besides the above, Ruxandra is also a member of Ambasada  Sustenabilitatii in Romania, where she is actively involved in CSR projects, such as increasing awareness among companies with regard to the benefits of sponsorship in the development of social projects or triggering changes in the tax legislation with regard to the tax treatment of food waste.

Sorin Aungurenci, Partner

Practice Area: Real Estate

Sorin is a veteran of Biris Goran and its real estate practice, having joined the firm at its inception in 2006, and in 2017 he became a Partner. With over 17 years’ experience, Sorin is a specialist in all aspects of real estate law, and a key member of the firm’s Real Estate practice, with a particular emphasis on zoning and related regulatory matters, construction law (including many FIDIC and other types of construction agreements under his belt), title investigations, and acquisitions. His client base ranges from major multinational investors to local high-networth individuals. In addition to real estate, Sorin has also studied antitrust in graduate school at the University of Amsterdam and has since been involved in antitrust compliance audits and advised clients from various industries ranging from construction materials and FMCG to banking on numerous compliance matters.

Alina Andrei, Partner, Transfer Pricing Partner

Alina Andrei is partner at Cabot Transfer Pricing, the transfer pricing company affiliated to Biris Goran. Since 2008, the year of the publication of Order no. 222/2008 on transfer prices, Alina has assisted over 130 local and European companies with the preparation and documentation of transfer pricing files and has advised over 20 companies during TP file audits. She is a member of the Romanian Chamber of Tax Consultants and is currently honing her international business practice at Vienna University of Economics and Business, where she attends an Executive MBA program.

Anca Iulia Zegrean, Partner

Practice Area: Employment

Anca joined Biris Goran in 2012 and has over 15 years of experience in a wealth of labor and employment matters, as well as litigation and civil matters, being promoted as Head of the Employment and Labour department in 2016. She is recognized and appreciated both by clients and professionals for her high-level assistance in a wide range of labor law matters, with particular accent in related tax litigation and senior management dismissals. She has significant experience in employment matters arising out of transfer of undertakings in diverse industries such as financial sector, industrial engineering, services and energy. Anca also has an excellent track record in collective dismissals and negotiations between employers and employees, as well as regulatory and compliance issues. She performs due diligence analysis for large acquisitions, with a focus on compliance/regulatory issues. Anca advises international and domestic companies in a variety of sectors including banking, telecom, real estate, energy, defence, agribusiness, and information technology. Before joining Biris Goran, Anca worked as a senior lawyer with another law firm, where she was a member of the Litigation Department, providing counseling and legal representation before Romanian Courts of Justice, as well as before domestic Courts of Arbitration.

Dana Dunel - Stancu, Head of Energy & Sustainability Practice

With a notable experience of almost 27 years as lawyer, Dana is a pioneer in the Romanian energy industry, being actively involved in different projects focused on clean energy, access to energy for all, responsible consumption of natural resources and energy efficiency. Over the last 15 years she has worked as legal consultant for companies, for non-profit associations and for public institutions on diverse matters in connection with the implementation of the United Nations Sustainable Development Goals and with the European Union requirements and  regulations regarding an inclusive, sustainable and transparent business environment which takes into consideration the targets of addressing the climate change. Following academic studies about Policies, Gender and Minorities, Dana has become a specialist on equality, diversity and inclusion at the workplaces or in business practices. Dana is an authorized trainer by the Ministry of Labor and Social Justice and the Ministry of National Education, COR 242401 and she provides consultancy services and trainings for preventing any discriminations or harassments at work or in public institutions and she assists and represents clients on resolution of conflicts arising in the working environment as result of an exclusive, abusive or aggressive behavior. As an active member of different business and community  associations, Dana was involved in many advocacy activities and assisted different public or private entities in public consultations for enhancing the regulatory framework in fields such as education, dignity protection at work, energy efficiency of the public buildings, transparency and integrity in the energy markets, renewables, environment protection, investments and equal opportunities.

Roxana Guiman, Partner, PrivacyON in alliance with Biris Goran

Roxana is an attorney at law since 2012, and her activity focuses exclusively on data protection related matters, being involved in projects for clients in a variety of industries. She began her career by handling primarily IP and IT&C matters. Roxana's previous collaboration with Biris Goran was a key element in establishing the partnership between the two law firms, supporting the goal of building a specialized data protection practice, unique in Romania, and offering integrated legal services for clients.

Oana Olteanu, Partner

Practice Areas: Insolvency & Restructuring Practice

Oana joined Biris Goran in 2008. As a Partner, she has extensive experience in litigation, arbitration, and insolvency matters. She has a special focus on tax disputes, corporate governance, debt recovery disputes and customs disputes. Differentiating her from other lawyers in the field, as of February 2012, she also has been admitted as a licensed insolvency practitioner, and in this capacity, she was acting as liquidator and trustee in bankruptcy on numerous multi-million EUR insolvency and bankruptcy files throughout the country, including industrial and real estate companies. In doing so, she focused to transform her knowledge in innovative solutions for the upswing and reintegration of the Romanian business in economy. Being also an economist, Oana successfully blends her legal and economic background while assisting clients in tax disputes, in debt recovery disputes, in insolvency related matters or in handling crisis management issues.

Sorin Biban, Tax Partner

Sorin joined Biris Goran in 2008, having practiced as a tax and finance consultant since 2004. As a key member of the Tax team, Sorin takes primary responsibility for numerous client files, including maintaining communication with tax authorities, involving tax appeals, on-site assistance to clients during tax audits, and various taxation and compliance queries – all across a wide array of client industries. Among his specialties include indirect taxation, as well as accounting matters. Before joining the Biris Goran team, Sorin was a Senior Tax Consultant and a Senior  Accountant with TPA Horwath Quintus. Sorin is an active member of the Romanian Chamber of Tax Advisors and has a LL.M in tax law granted by the University of Bucharest.

Paula Dicu, Head of Public Procurement Practice

With over 21 years of legal practice, Paula has developed enviable expertise in the field of public procurement, PPP & concessions, infrastructure, and construction projects, as well as in real estate, telecommunications, privatizations, and corporate areas. In the public procurement, PPP & concessions domain, Paula advises across the entire lifetime of a project ranging from the assistance for the bid preparation and submission phase with the conclusion and implementation of the contract. After finalizing the Master of Laws – LL.M. studies in European and International Business Law at the University of Vienna in 2014, Paula is qualified to provide legal assistance to clients on EU legislation as well as on State Aid legal matters.

List of the most representative projects

Corporate and M&A

Assisted in the sale of MedEuropa Romania, who operates four medical centres in Romania (Constanta, Bucharest, Brasov, and Oradea) to Affidea, Europe’s largest provider of advanced diagnostics, multi-speciality polyclinics and Centres of Excellence. The transaction was completed in a relatively short period of time (i.e., 6 months from the start date until closing), given its complexity, which included also obtaining the antitrust clearance as well as the foreign direct investment clearance.

Assisted Global Vision in a large transaction having as purpose the sale of three important logistic and industrial projects developed in association with Globalworth, to the Romanian subsidiary of Warehouses De Pauw, in a transaction valued at €110 million. This was a very complex transaction, given the interplay of financing, real estate, merger control and foreign direct investments screening aspects.

Assisted Romtec Europa, in its shares sale to AQUILA, leader in integrated distribution and logistics services for the consumer goods market in Romania and the Republic of Moldova.

Assisted Renergy Power Plants, a company operating in the energy field, in the sale of a 73 MW photovoltaic plant to Israeli energy company, Nofar Energy.

Assisted Montero Vet in the sale of its 100% shares to Romanian company Bio Vet (acting in the veterinary retail sector).

Specialist lawyers: Teodora Motatu, Kira Bujduveanu, Bogdan Nitulescu, Adriana Istrate, Iulia Matei.



Energy and Natural Resources

Assisted Monsson Group in various renewable projects, including in new projects where the solar and powerplants include storage systems (batteries).

Assisting P3 Logistic and CTP, large logistic and storage operators in Europe, to implement photovoltaic systems for electricity self-consumption.

Assisting Bioenergy, producer of electricity and thermal energy in cogeneration from renewable resources (biomass) that supplies hot water and heat to Suceava municipality (approx. 100.000 inhabitants).

Assisting Donalam, a Romanian steel processing company belonging to an important steel products manufacturing group based in Europe, with legal assistance regarding the construction of photovoltaic power plants for self-consumption and delivery to the grid, and legal advice concerning the optimization of electricity consumption.

Assisting Andritz Hydro with the closing of their subsidiary related to the works done in Portile de Fier I hydro power plant, Portile de Fier II hydro power plant and Lower Olt power plants. 

Specialist lawyers: Dana Dunel-Stancu, Ioan Grosu, Radu Jianu.



Competition

Assistance in the sale of MedEuropa to Affidea, the pan-European diagnostic imaging and community-based polyclinic and specialist healthcare, handling all sell side merger control, ancillary restraints, and foreign direct investment  matters.

Assistance for Prutul, the leading edible oil producer in Romania, in an investigation commenced in spring 2023 by the Competition Council focused on alleged price fixing.

Assistance in connection with the merger filing for the acquisition by CTP of a large industrial and logistic parks portfolio in Western Romania, Central Romania and in the metropolitan areas of Bucharest and Pitesti (both in Southern Romania), from Globalworth.

Assisted Publicis Groupe in litigation related to a Romanian Competition Council fine for an alleged failure to notify and seek merger control clearance from the antitrust authority.

Ongoing assistance for Procter & Gamble on a wide range of competition compliance matters arising from their dominant and non-dominant market position. 

Specialist lawyers: Gelu Goran, Razvan Bardicea, Radu Jianu, Radu Iosub.



Real Estate

Assisted CPI Group in the partial sale of IRIDE Business Park to Alfa Group, in a transaction valued at over €45 million. The transaction encompassed not only the acquisition of office premises, but also related logistical facilities essential to optimize Alfa Group’s future operations.

Assisted Global Vision in a large transaction having as purpose the sale of three important logistic and industrial projects developed in association with Globalworth, to the Romanian subsidiary of Warehouses De Pauw, in a transaction valued at €110 million. This was a very complex transaction, given the interplay of financing, real estate, merger control and foreign direct investments screening aspects.

Assisted in the sale of MedEuropa Romania, who operates four medical centres in Romania (Constanta, Bucharest, Brasov, and Oradea) to Affidea, Europe’s largest provider of advanced diagnostics, multi-speciality polyclinics and Centres of
Excellence. The transaction was completed in a relatively short period of time (i.e., 6 months from the start date until closing), given its complexity, which included also obtaining the antitrust clearance as well as the foreign direct investment clearance.

Assisting Renergy Power Plants on several large-scale acquisitions of land for the development of several photovoltaic projects across Romania, permitting and development of photovoltaic projects and then share deal transactions.

Assisting Hagag Development Europe on (i) the refinancing of three major real estate developments, (ii) assistance with  the joint venture of two new residential projects in Bucharest, as well as (iii) assistance with project financing with financial institutions involving large implications related to real estate and the project development.

Specialist lawyers: Daniela Lazea, Sorin Aungurenci, Radu Jianu, Iuliana Dijmarescu, Simina Cirstescu, Ana-Maria Calin.



Litigation and Dispute Resolution

Continued assisting Banca Comerciala Romana, a member of Erste Group, the most important financial group and the largest bank in Romania, in the largest tax dispute in Romania. The client was subject to one of the very first and largest tax audits of financial transactions in Romania.

Assisting all local CTP affiliates in various tax litigation files concerning the applicability of VAT to its complex operations.

Successfully assisted Stratum Energy, the Romanian division of an energy company incorporated in the United States and active in the exploration and extraction of petroleum in Romania. The company has an EUR multi-million tax liability revolving around issues of income tax, deductibles and the accounting impact of the company’s nature as a division of the mother company, with no legal personality. The team has successfully obtained a final decision by the Romanian High Court confirming the annulment of more than 90% of the client’s tax liability.

Legal advisor to Distributie Energie Electrica Romania, a major actor on the Romanian energy market involved in a longstanding tax dispute, going back several years, dealing with an EUR multi-million tax liability.

Assistance for Barbury Holdings Limited, in a complex, multipronged dispute following the fraudulent takeover of its wholly owned Romanian subsidiary holding prime down town residential real estate. 

Specialist lawyers: Mihai Nusca, Oana Olteanu, Mioara Grecu, Radu Iosub, Raluca Rusu-Oana.



Tax

Assisting Banca Comerciala Romana (BCR), a member of Erste Group, the most important financial group and the largest bank in Romania, in the largest tax dispute pending on the Romanian market. BCR was subject to one of the very first and largest tax audits envisaging financial transactions in Romania.

Acting as tax consultant for successful retailer Lidl, for all their day-to-day activities, covering all tax matters, from profit tax, VAT, excise duties, customs taxes, social security contributions, transfer pricing matters, as well as compliance and European matters. 

Assistance for Hagag Development Europe with the review of tax and accounting implications related to the group’s real estate properties in Romania.

Assisting a major global FMCG producer, in two major tax disputes following the company being subject to two large tax audits on transfer pricing matters.

Successfully represented Stratum Energy, the Romanian division of an energy company incorporated in the United States and active in the exploration and extraction of petroleum in Romania, with the annulment of an EUR multi-million tax liability. 

Specialist lawyers: Gabriel Biris, Ruxandra Jianu, Sorin Biban, Ioana Cartite, Luciana Rainov, Alin Lazar, Paul Chichernea, Anda Diaconescu, Filip Cucu.



Employment

The department was tasked with executing a comprehensive A-Z compliance project for Adore Me, covering three critical areas: customized benefits policies, whistleblowing, and preventing workplace violence. This project was necessitated by recent significant amendments to the local Tax Code, Labor Code, and the introduction of new legislation aimed at preventing harassment at work and establishing whistleblowing protocols. Working closely with Adore Me from January to May 2024, the team developed tailored solutions that addressed the company's unique organizational needs, risks, and budget considerations. The project required an integrated approach, combining expertise in employment law, tax, and compliance to ensure all company policies were up-to-date and legally compliant.

This project involved assisting RedHat with due diligence specific to Romania, crucial for understanding the legal framework and determining the optimal approach for establishing a subsidiary in the country, thus allowing Nokia to outsource a specific division. Their role was pivotal in managing the Transfer of Undertakings (Protection of Employment) regulations (TUPE) for employees transitioning from Nokia to RedHat, a process complicated by the unionized status of the workforce and the existing Collective Bargaining Agreement. Their efforts ensured a seamless transition, aligned with both local and international legal standards, contributing significantly to the strategic partnership between Nokia and RedHat aimed at developing top-tier telecommunications solutions.

Their task was to facilitate Evora Global's transition from using outsourced Romanian workforce to insourcing,  necessitating the establishment of a Romanian subsidiary and the hiring of an entire team. This project involved navigating the complex legal landscape of Romania to prepare the company comprehensively before going live.

Expedited collective bargaining agreement for Optical Investment Group. In a critical and time-sensitive project, their department successfully negotiated, prepared, and registered a new collective bargaining agreement (CBA) for the client, just as the previous agreement was nearing expiration.

Ongoing assistance to Lobyco Romania, a subsidiary of a global company that specializes in customer loyalty solutions within the retail, on general employment and labour matters, including labour audit compliance, implementing legislative measures, providing assistance with termination of employment agreements of various cases, drafting customized templates, conducting internal investigations and day-to-day legal advice.

Specialist lawyers: Anca Zegrean, Diana Tene, Luciana Rainov, Mara Bindar.



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