BIRIS GORAN SPARL
Tel: +40 21 260 0710
Fax: +40 21 260 0720
E-mail: [email protected]
Most senior representative: Gabriel Biris, Co-managing Partner
No. of local partners: 8
No. of lawyers: 45
Year founded in Romania: 2006
Offices in Romania: Bucharest
Partners and heads of practice
Gabriel has over 23 years of experience in tax matters, such as advising on tax structures, compliance, tax controls and tax litigations. He is well-known for his tireless efforts in the public arena to modernize the tax legislation and administration in Romania for a positive impact in the country’s development.
A founding partner of Biris Goran, Gelu is a seasoned antitrust practitioner, acting primarily in the areas of competition and antitrust law as well as mergers and acquisitions for more than 20 years. His experience covers a large range of industries and business sectors, including banking, tobacco, pharmaceuticals and many more.
Mihai is a partner and chairs the firm’s litigation practice group and is an industry veteran. He regularly leads on some of the market’s most ground-breaking and pioneering litigation, include outcomes which result in industry and legislative change. He possesses a deep understanding of tax and regulatory law.
Daniela is a reputed negotiator with a solid and proven understanding and knowledge of developers and investors key focus and concerns. Daniela was involved as lead attorney in dozens of M&A transactions with or without a real estate component and has the skills required for managing complex large size transactions whether local or cross border.
Mariana has significant experience in real estate transactions with a particular accent on financing. She has been involved in numerous real estate and non-real estate financings, finance restructurings and alternative financings where she assisted major international developers and leading financial groups on projects ranging from loan restructuring to financing and refinancing or project and asset financing.
Teodora joined Biris Goran in 2009 and in 2019 she was promoted to Partner and co-head of the firm's Corporate/M&A department. She focuses primarily on all corporate, M&A and IP matters. She has considerable experience in due diligence procedures, mergers, spin-offs, and other restructuring efforts, as well as in assisting and advising on various investment transactions. She has been involved in numerous transactions and negotiations, representing both domestic and foreign participants in M&A transactions. She is a licensed intellectual property counselor.
Ana joined Biris Goran in 2006 and has over 18 years of experience in a wide range of domestic and cross-border transactions, as well as commercial leasing matters. In 2014 she became a Partner and she currently co-heads the firm’s Corporate/M&A department, where her practice focuses primarily on advising clients on M&A and private equity transactions, having represented a variety of companies, individuals and private equity funds.
Ruxandra Jianu is partner with Biris Goran Consulting, the tax consultancy firm of Biris Goran. With more than 21 years of experience in tax consultancy, Ruxandra became an expert in restructuring (both domestic and international), mergers & acquisitions, tax reviews and due diligence projects, as well as in assistance during tax inspections. Ruxandra collaborates with the litigation department with respect to all tax disputes and with the M&A department with respect to all tax issues which may arise in an acquisition, sale or business restructuring process.
Sorin has over 13 years of real estate experience and was promoted to Partner in spring of 2017. He is a specialist on zoning and related regulatory matters and has unique experience on construction law (including many FIDIC and other types of construction agreements under his belt, whether for retail, office, residential or industrial projects), title investigations, and acquisitions. Sorin doubles as a good real estate transactional lawyer, advising industry leaders and institutional investors.
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 joined Biris Goran in 2012 and as a Senior Associate, she has over 10 years experience in a wealth of labour and employment matters, as well as litigation and civil matters. As her labour practice is innovative in a harsh and very strict regulated environment, Anca was promoted as Head of the Employment and Labor department in 2016. She is recognized and appreciated both by clients and professionals for her high-level assistance in a wide range of labour law matters, with particular accent in related tax litigation and matters arising out of transfer of undertakings in diverse industries.
Dana heads the Energy Practice at Biris Goran. A noted expert in the Romanian energy market since 2002. Dana is a pioneer in the field of electricity, having worked on the operating rules for centralized and non-centralized electricity markets. During 2016-2018 Dana was Head of Legal Department at Hidroelectrica, the main hydro energy producer and trader in Romania. She professionally contributed to cases involving legal notions and rules relating to equal opportunities and treatment in employment relationships. Graduated Law from the University of Bucharest and in Politics, Gender and Minorities from the Faculty of Political Sciences within the National School of Political and Administrative Studies.
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.
Dana is a privacy lawyer and a Certified Information Privacy Professional (CIPP/E), with a background in banking and finance, as well as in human rights law and litigation. She manages complex GDPR compliance programs, ensuring that clients integrate data protection in all matters of their business. Specific compliance programs she has managed include structuring projects according to privacy principles, performing data protection impact assessments, designing transparency tools, as well as ongoing advice for privacy-friendly business decisions.
List of the most representative projects
Assisting One United Properties, one of the leading and the most active real estate developers of premium residential compounds in Romania, with all day-to-day corporate matters for their group companies including complex corporate governance matters and restructurings.
Assisting AdStream, a leading new economy platform providing a full suite of connected solutions for brands, creative agencies, production houses and media owners, with all day-to-day corporate matters for their company including complex corporate governance matters and restructuring, as well as regulatory matters.
Assisting a leading bakery chain in Romania, with its tax and corporate restructuring and spin off, aimed at separating the core business and then developing and refinancing the bakery chain.
Assisting a growing regional hotel operator and owner in connection with the financing and acquisition of three downtown hotels.
Assisted a major Lebanese investor in agribusiness in the structuring and negotiation of its sale of a controlling stake in a major pharmaceuticals’ distributor.
Romanian counsel for an energy and engineering Austrian investor in the acquisition of sole control over a major cogeneration power plant, in a transaction involving regulatory constraints and merger control aspects.
Specialist lawyers: Gelu Goran, Daniela Lazea, Teodora Motatu.
Assisted Hagag Development Europe, with five premier property acquisitions, as well as with project financing and development offices and high end residential projects (completed in 2019), as well as three ongoing acquisitions. The firm also assisted the client with the negotiation and signing of the loan and security documentation for the financing of top real estate office and residential properties in Bucharest with the Israeli lenders, as well as with Libra Bank in Romania. Subsequently, the team advises on all Romanian law aspects in relation to a second round of a bonds issuance on the Tel Aviv Stock Exchange for future residential and office developments in Romania. The assistance included legal opinion and legal due diligence and involved cooperation with the firm's corporate, tax and real estate departments for these complex transactions which involved both Romanian and Israeli jurisdictions.
Assisted Indotek, a major American-Hungarian investment group in the acquisition of a shopping centre in Targu Mures from AEW Capital Management and subsequent syndicated loan restructuring and refinancing of the shopping centre by Erste Bank, including the negotiation the financing documentation (loan and collateral agreements), and fulfillment of all related conditions precedent. The acquisition was a package deal, with the shopping centre being sold by AEW Capital Management at the same time (in an interdependent transaction) with a prime office building in Bucharest, which was purchased by a long term investment partner of Indotek. There were several parties and jurisdictions involved which added another layer of complexity to the bundled sale and refinancing of these two assets.
Assisting a leading CEE real estate developer (office, retail and warehouse projects with a total area of more than half a million square meters) restructuring of €43 million debt by means of a complex settlement of such debt against the secured collateral. This is a complex project due to the ongoing debtor shareholder dispute and resulting corporate governance difficulties, the number of jurisdictions involved (Cyprus, Belgium, Austria and Romania) and the resulting tax aspects.
Assisted Curitiba, a major Israeli-owned real estate investor, with the closing of a financial leasing with UniCredit Leasing Corporation, a leading financial leasing institution, including the closing of the sale of Curitiba’s landmark office building located in the heart of Bucharest to the above financial institution, in a sale and lease back transaction. The firm provided tax structuring advice to the client and assisted on the transactional and post-closing matters, and prepared also the legal due diligence for the property, relied on by the financing entity. All this was completed in a tight schedule of only three months.
Assisted a leading developer in the restructuring of its €52 million debt acquired by a global private investment firm, debt accrued by three Romanian companies under insolvency procedure and holding prime retail and residential projects in Bucharest, for the purpose of settling the insolvency debt with the purchased receivables. The law firm structured the acquisition and then assisted the client on all aspects of the financing of this debt acquisition, including the loan and the collateral agreements, and then on tax, regulatory and insolvency matters, as well as with the documentation package for the development of the properties to be raised. This project was complex due to its interplay of tax, bankruptcy law, corporate governance and financing limitations, the multiple jurisdictions involved, and its structuring as several interdependent transactions. Another key feature of this financing was hedging the parties against the numerous insolvency and non-insolvency litigation risks.
Specialist lawyers: Daniela Lazea, Mariana Signeanu.
Energy and Natural Resources
Legal adviser to Danske Commodities, a leading European energy trading house, member of Equinor, for all regulatory matters regarding electricity and natural gas cross-border and local trading.
Legal advisor to Monsson Energy Trading, European gas and energy trader, on energy contract and regulatory matters, as well as all aspects pertaining to obtaining sector specific licenses (such as an energy trading license).
Assisting Romanian Small Hydropower Association, representing electricity producers through small hydropower plants, in advocacy activities for changing the Romanian legislation of renewable support scheme.
Legal advisor to P3 Logistic Parks Romania Management, a major European developer and manager of logistic parks, concerning their contracts for utilities acquisition and for connecting their logistic storage capacities to the electricity and gas networks.
Assisting Liebrecht & wooD, a leading CEE real estate developer, with their contracts for utilities acquisition and for connecting their residential buildings to the electricity and gas networks.
Specialist lawyer: Dana Dunel Stancu.
Ongoing assistance to Aon UK Limited and its Romanian insurance brokerage affiliate, Aon Romania, in a Competition Council investigation commenced in September 2017 on the aviation insurance market for alleged bid-rigging and price fixing.
Advising Viessmann, a world leading manufacturer of heating systems, in connection with a Competition Council investigation focused on vertical price fixing on the heating systems market, including the preparation of the reply to the statement of objections, representation at the hearing, as well as preparation of the annulment claim filed with the Bucharest Court of Appeals and the de novo appeal with the High Court of Cassation and Justice.
Advising UniCredit Leasing Fleet Management, the operational leasing company of the UniCredit Group in Romania in connection with a Competition Council investigation focused on an industry-wide information exchange on the operational leasing market. The national competition authority argues here that due to its features and the market characteristics, the exchange would have lead to a collusive outcome on the market.
Advising UniCredit Leasing Corporation, the leading financial leasing company in Romania in connection with a Competition Council investigation focused on an industry wide information exchange on the financial leasing market that, allegedly due to its features and the market characteristics, lead to a collusive outcome. The investigation is difficult due to the large number of the concerned parties, the complex features of the market and the fact that it was commenced following a leniency application.
Ongoing assistance to Profi, a leading food retailer, on a wide range of antitrust compliance matters, from market intelligence and dealing with dominant suppliers to pricing, promotions and exclusive partnerships; handling Profi's antitrust compliance program or assistance in the context of Competition Council sectoral investigation on the food retail market. This mandate is driven by the firm's good track record on fast moving consumer goods and retail markets on a wide spectrum of matters from category management and benchmarking to pricing/discounting and trade associations. Preparation of three merger control filings for the acquisition by Profi of three independent regional food retail chains.
Advising Procter & Gamble on a wide range of antitrust compliance matters related to their dominant and non-dominant products.
Specialist lawyer: Gelu Goran.
Assisted SIF Banat-Crisana, one of the largest local investment companies, in a transaction that involved the acquisition of the land on which the IMGB Bucharest industrial platform is located, with a surface totaling 540,000 sqm, representing the largest surface transaction in the last decade in Romania (excluding agricultural plots of land).
Assisted Indotek Group, a major American-Hungarian investment group, in the acquisition of a shopping centre in Targu Mures from AEW Capital Management. The acquisition was a package deal, with the shopping center being sold by AEW Capital Management at the same time (in an interdependent transaction) with a prime office building in Bucharest, which was purchased by a long term investment partner of Indotek.
Assisted Hagag Development Europe, affiliate of the leading Israeli Developer Hagag and one of the most active real estate investors in Romania, on approx. 6 acquisitions in Romania (land, office, residential) and further assistance on financial/development/lease/sale process for the aforementioned properties, as well as with assistance regarding increase of bonds issuance on the Tel Aviv stock exchange market, bank finance for two major projects, construction agreements, and title due diligence investigations for new potential projects.
Assisted InteRo Property Development in the sale of a plot of 26,200 sqm land to Skanska, the leading construction and development group, land located in Northern Bucharest and to be used by Skanska for developing three new office buildings. The transaction was completed in record time (two months) in spite of being multi party agreement, with a portion of the purchase price being directed to the seller's creditor, Balbec Capital LC, a global investment firm.
Assisted Predeal Investitii, a major Romanian real estate developer in the purchase of a 59,838 sqm piece of land in prime location - North of Bucharest from Victoria SA (in insolvency). This was a very difficult transaction due to the insolvency procedure of Victoria SA as there were a lot of ongoing disputes that had to be settled before the purchase took place.
Specialist lawyers: Gabriel Biris, Daniela Lazea.
Litigation and Dispute Resolution
Assisted Banca Comerciala Romana, a member of Erste Group, the most important financial group and the largest bank in Romania, in the biggest tax dispute in Romania.
Legal advisor to Farmec, one of the largest cosmetics manufacturers in SEE and also present on the Asian market, in tax and trademark disputes. The firm's litigation team is involved in assessing various sensitive corporate matters in order to mitigate potential controversies. The litigators are actively and successfully advising Farmec in various contracts (mainly leases) affected by the Covid pandemic.
Representing Electrica Muntenia Nord, the largest Romanian energy distributor, member of Electrica group, in a complex tax dispute, which involves multi-disciplinary matters including fiscal, administrative, criminal, regulatory, and civil. The dispute is pending at the High Court of Justice. If the arguments raised for the client before the court will be accepted, this will result in sweeping changes of the energy sector legislation with direct influence in the operations of all the players in the energy sector.
Successfully represented CT Park, a real estate developer, building and operating high tech business parks throughout the Central and Eastern Europe, in various tax litigation files concerning applicable of VAT to its complex operations. Recently, the local courts issued a ground breaking decision that may lead to changes in tax authorities law interpretation and possible in law enactment.
The law firm's team successfully represented ArGe Infrastructura (former Max Boegl Romania), leading construction, technology and service company in a tax dispute concerning construction works carried out by the client in Sibiu’s airport and ring road (public procurement contracts). Early this year the first court accepted the claim and cancelled all tax obligations. The case is expected to be heard by the Supreme Court by fall 2022.
Specialist lawyers: Gabriel Biris, Mihai Nusca.
Ongoing advisors to eMAG, Red Bull, Forte Partners, One United Properties, Global Vision, Gran Via, Adval Asset Management, Oriflame, Kika, Cris-Tim, LeasePlan and Impuls Leasing, concerning all spectre of tax matters derived from their day-to-day business activities.
Acting as main tax consultant for a successful retailer, 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.
Legal advisor to Electrica Muntenia Nord, the largest Romanian energy distributor, member of the Electrica Group in drafting the annulment claims and court representations in a complex tax dispute.
Assisting a major global FMCG producer, in a tax dispute following the company being subject to a large tax audit on transfer pricing matters.
Assisted Banca Comerciala Romana, a member of Erste Group, the most important financial group and the largest bank in Romania, in the biggest tax dispute in Romania.
Specialist lawyers: Gabriel Biris, Ruxandra Jianu, Ioana Cartite, Mihai Nusca.
White Collar Crime
Legal advisor to Low & Bonar, global leader in manufacturing high-performance materials, concerning legal advice and assistance in a white collar matter against rogue employees including legal representation before the criminal courts of law. The law firm is currently advising the client on day to day aspects, from corporate and tax to labour matters.
Legal advisor to OTP Bank, member of OTP Bank Group, one of the largest independent financial services groups in Central and Eastern Europe, assistance on a wide range of litigious matters, including white collar criminality workplace discrimination matters, labour related litigation, compliance and litigation on GDPR matters.
Specialist lawyers: Mihai Nusca, Anca Zegrean.