KPMG LEGAL - TONCESCU SI ASOCIATII SPARL
Tel: +40 372 377 800
E-mail: [email protected]
Web: www.kpmglegal.ro
Most senior representative: Laura Toncescu, Partner KPMG, Head of KPMG Legal
No. of local partners: 8
No. of lawyers: 32
Offices in Romania: Bucharest
Representative clients include: Ecolab, White Image, Porsche Bank Romania, Token Payment Services, Paval Holding, Clear Energy Group, Continental Automotive Systems, Cerealcom Dolj, Rockwool Romania, Synertrade,
Partners and heads of practice
Practice Areas: Financial Services, Corporate M&A
Laura has over 25 years of experience in legal advisory services, focused on M&As and the financial sector. She has deep knowledge of banking and finance law, Fintech regulatory issues, and consumer protection. She has advised top banks, non-banking financial institutions, payment institutions, debt collection companies and listed companies.
Practice Areas: Insolvency, Recovery, Restructuring and Dispute Resolution
Nicoleta Mihai, Partner and Head of the Restructuring and Insolvency Practice has more than 21 years of experience in legal services litigation with a strong specialization in civil, tax, restructuring and insolvency procedures, as well as fraud investigations. Nicoleta heads our legal services associated with restructuring procedures and insolvency.
Practice Areas: Financial Services, Corporate and M&A
Sebastian has extensive knowledge of FS regulation and business models built on more than 16 years of experience in financial services. His clients benefit from his detailed understanding of EU and local legislation as well as his pragmatic approach towards providing legal solutions for their operational and business needs.
Practice Areas: Real Estate, Construction & Planning, ESG (Energy)
Alexandru has worked as a key contact for a significant number of real estate clients, personally managing issues ranging from day-to-day assistance on matters such as leasing, asset and property management issues, public authority liaison to capital markets transactions, dealing with due diligence, full transaction documentation drafting and negotiation.
Practice Areas: Banking & Finance, Corporate M&A
Cristina has extensive experience in the financial-banking sector, built over more than 18 years, providing legal advice to both international clients, financial institutions, and local investors. She has significant experience in projects involving complex M&As, sale of credit institutions and NBFIs, business transfers, as well as transfers of credit portfolios.
Practice Areas: Employment, ESG (compliance)
Irina has over 20 years of expertise in employment law. She has advised numerous clients on complex legal matters, fostering strong relationships built on trust and excellence. Irina's extensive experience encompasses advising both local and international clients on a wide range of employment law issues.
Practice Area: Corporate M&A
With 10 years of experience, Dragos is highly specialized in Mergers & Acquisitions, as well as corporate and commercial matters. He has been involved in numerous significant M&A transactions across various industries in Romania. Dragos has represented both high-profile international and local investors, advising buyers and sellers alike.
Practice Areas: Litigation, Insolvency
Calin specializes in civil litigation, with a focus on fiscal and commercial disputes, as well as insolvency and risk management procedures. With over 11 years of experience, he has been involved in significant projects related to fiscal matters, commercial disputes, and internal risk management, including coordination of white-collar crime cases.
List of the most representative projects
Assisted Ecolab, a global sustainability leader offering water, hygiene and infection prevention solutions and services, acting as transferring company, throughout the entire cross-border merger process, starting with assessment of all legal matters and issues to be considered in the context of the merger (e.g., corporate aspects, employment matters, authorizations and permits, competition aspects), drafting, preparing and assisting the client with signing of all required documentation, and carrying out the necessary formalities with the relevant institutions and authorities to effect the crossborder merger in Romania. Approx. 450 employees of all Ecolab companies were involved in the cross-border merger.
Assisted the shareholders of White Image, the largest company in the email marketing sector in Romania, in the take-over of 75% of the shareholding by Mediapost Hit Mail, the largest direct marketing group in Romania and Bulgaria, controlled by La Poste - the French state postal service. La Poste Group is present in 63 countries. The firm provided legal assistance during the due-diligence procedure and assisted the clients in drafting and negotiating the transaction documents and on signing and closing of the transaction.
Specialist lawyers: Laura Toncescu, Dragos Iamandoiu, Sandra Frunzulica, Andreea Livia.
Banking
Provided legal services to Porsche Bank Romania in connection with its intended reorganisation in Romania, including in the sale process of the bank to Mr. Dan Ostahie. Their role in the sale process of the Bank covered (i) preparation of the Data Room and drafting legal documentation needed during the due-diligence and bidding process (Term-Sheet, NDA, VDR rules) (ii) drafting SPA and corporate documentation needed for this process, (iii) assistance during negotiation, advising on legal, regulatory and compliance aspects concerning the transaction.
Assistence for Token Payment Services, part of Koc Group, the largest industrial group in Turkey. The assistance was requested for authorization with the National Bank of Romania as a payment institution. This was the first licensing of a payment institution in Romania to accept both online and physical payment operations according to the new rules. The assistance consisted of end-to-end drafting/reviewing and obtaining all the supporting documentation for the authorization process, including documentation for shareholders, management, and the company, as well as drafting the business plan and activity plan and handling related highly technical aspects concerning payment services.
Specialist lawyers: Laura Toncescu, Cristina Rosu, Sebastian Olteanu, Gunay Duagi, Raul Dimitriu, Dariana Visoiu.
Energy and Natural Resources
Assisted Clear Energy Group (the ultimate beneficial owner of the project was a company based in Ukraine) in making its decision to set up Biogas projects in Romania. The client’s intention was to build and operate a green electricity production project from biogas and they provided assistance in relation to all applicable legislation related to such projects, including tax related advice. The firm’s advice was essential for the client to be able to start biogas projects in Romania and related to the entire legal framework for the project. Such comprehensive legal service was something new in Romania.
Specialist lawyers: Alexandru Mocanescu, Razvan Cretu, Marina Pacuraru, Alexandru Sorici.
Real Estate
Assisted Paval Holding, one of the largest Romanian companies in acquiring the entire Romanian office portfolio of the Austrian based CA Immo Group. This was the largest real estate transaction in Romania up to this date. The transfer of 8 office projects had a significant impact on the market, moving Paval Holding to second place in terms of owned office premises (standard practice in Romania is to acquire one project/transaction). This transaction involved 8 office projects finalized in 3 months (standard practice in Romania is for a single transaction to be finalised in 3-6 months).
Specialist lawyers: Alexandru Mocanescu, Alexandru Sorici, Cristina Rosu.
Litigation and Dispute Resolution
Legal assistance and representation of Cerealcom Dolj in various court disputes related to damages for breach of contract in connection with transport of grain amounting to €7 million. The complexity of the dispute derives from the complex contractual relationship and the evidence to be administered to demonstrate each part of the loss sought against the railway transporter, as the client had to mitigate the damage and incurred specific additional costs to be able to deliver on time to its customers.
Specialist lawyers: Calin Dragoman, Cristian Radu, Marina Pacuraru.
Tax
Representing Continental Automotive Systems in a tax litigation in relation to fiscal obligations concerning corporate income tax for Research & Development activities as well as for intra-group charges for foreign personnel. The Romanian Tax Authorities rejected the supra-deductibility of the R&D activities conducted by the client, and this became a landmark case in the interpretation of the legal provisions regulating such matters. Alba Iulia Court of Appeal accepted the client’s claim and the firm has, consequently, created relevant jurisprudence in relation to the supra-deductibility of R&D activities, a solution confirmed by the High Court of Cassation and Justice in June 2024.
Specialist lawyers: Calin Dragoman, Cristian Radu, Marina Pacuraru.
Employment
Provides tailored advice to Rockwool Romania, part of the international Rockwool Group on various labor issues, such as collective negotiation related aspects and assistance during the conclusion of the collective bargaining agreement, implementation of working program structures, as well as comments in relation to dismissals of employees and other day-to-day labor assistance. The firm also provided training courses on harassment and discrimination in the workplace, reviewed the internal regulation in the light of the recent provisions on harassment and discrimination in the workplace and assisted in preparing a guide on harassment and discrimination in the workplace.
Assisting Synertrade in all aspects related to the company`s ongoing activity, including all relevant labor matters that arise from the structuring of individual employment agreements and internal regulations, as well as assistance with issues related to health and safety at work. The complexity of the ongoing assistance consists of analyzing all the company`s internal HR documents, so that they are in accordance with current legislation.
Specialist lawyers: Irina Stanica, Carmen Cretu, Ioana Barbu.