TONCESCU SI ASOCIATII SPRL (KPMG Legal)

Address: Victoria Busine69-71 DN1 Bucharest Ploiesti Road, Victoria Business Park, 1st District, Bucharest, RO-013685, Romaniass Park, 69-71 Bucuresti-Ploiesti Road, District 1, 013685, Bucharest, Romania
Tel: +40 372 377 800
E-mail: office@kpmglegal.ro
Web: www.kpmglegal.ro
Most senior representative: Laura Toncescu, Partner KPMG, Head of KPMG Legal
No. of local partners: 5
No. of lawyers: 30
Offices in Romania: Bucharest
Representative clients include: Banca Comerciala Romana (BCR), First Bank, Alpha Bank, Porsche Finance Group, Provident Financial Romania IFN, EOS Group Companies (Credit Funding BL DAC; EOS KSI Romania; EOS Investments GmbH), Cerealcom Dolj, Rockwool Romania, CON-A, Intrarom.

Partners and heads of practice

Laura Toncescu, Partner KPMG, Head of KPMG Legal

Practice Areas: Banking & Finance; Capital Markets; Corporate and M&A; Data Privacy

Laura Toncescu has over twenty years of experience in legal services, mainly dedicated to the financial services (FS) sector. During the last few years, Laura has focused her practice on projects connected to the use of technology in the financial sector.

Laura has provided buy-side and sell-side legal assistance in transactions that have been ranked as the biggest transactions on the market in their respective years.

Vlad Peligrad, Managing Partner

Practice Areas: Litigation; Dispute Resolution; Energy and Natural Resouces

Vlad has more than 19 years of legal practice, with extensive expertise in litigation & arbitration, insolvency procedures, fraud investigation, and crisis management. He also has extensive transactional experience in project finance, infrastructure and concessions/PPP projects and FIDIC Contracts, as well as in bank lending and real estate finance transactions, accumulated both in Bucharest and New York.

Nicoleta Mihai, Managing Partner

Practice Areas: Dispute Resolution; Insolvency and Re-structuring

Nicoleta Mihai is a well-known expert with 19 years of experience in management of complex large-scale insolvency and recovery projects, in civil law and in litigation. Nicoleta’s expertise has resulted in her having been repeatedly nominated by creditors and the Courts to represent both creditors and debtors in numerous insolvency proceedings. She regularly provides training sessions to banking and financial entities as well as giving lectures in seminars and conferences initiated by UNPIR.

Sebastian Olteanu, Managing Partner

Practice Areas: Financial Services; Corporate and M&A

Sebastian has extensive knowledge of FS regulation and business models built on more than 13 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. Sebastian has successfully advised large multinational clients in FS transactions, including legal assistance to a leading debt collection company, in the acquisition of an NPL portfolio and of an entire debt collection Romanian platform, transactions for disposal of NPLs, acquisitions of companies acting in the financial sector and of financial assets.

Cristiana Fernbach, Managing Partner

Practice Areas: Technology; IP and Data Privacy

Cristiana has more than 17 years of experience in the legal sector, she has a strong contract law and compliance & regulatory background, combining her legal knowledge with business understanding and negotiation tactics for best tailored legal solutions. Her expertise accumulated both in Bucharest and Berlin ranges from commercial and regulatory matters particularly for the banking and TMT sector to complex software licensing contract structuring, IP portfolio management as well as to the new technologies such as AI and blockchain technology.

List of the most representative projects

Corporate and M&A

The firm has been appointed by First Bank to implement, coordinate and supervise the merger process between First Bank (former Piraeus Bank) and Leumi Bank Romania. The assistance in this project included legal aspects such as discussion with the NBR, review of the documentation for NBR’s approval file, drafting statements, provisions of supplementary legal advice on specific aspects, drafting the merger project, review of corporate decisions, compiling the merger file as well as the approval of the merger in front of the National Bank of Romania and Trade Registry (ongoing), but also employment aspects (integration) and data protection assistance. The merger was approved by the National Bank of Romania, by the court and by the Trade Registry and was completed on 30.04.2020. This was the one and only merger approved in the banking system during the Covid-19 pandemic lockdown in Romania.

The firm assisted Zarea, leader on the sparkling wine manufacturing Romanian market, part of the Schloss Wachenheim, one of the leading global producers of sparkling and semi-sparkling wines, with the acquisition of high-flying brands of alcoholic beverages well-known on the local market, ”Sânge de Taur”. The team assisted the client during the due diligence analysis over the targeted brands, the entire transaction process, the multiple rounds of documents’ negotiations until signing and closing of the transaction.

The law firm assisted GetBack Recovery, an important player in the Romanian debt recovery market, during the entire process, in order to sell its portfolios under a complex international structure. The assistance included advice on structuring the transaction (via an equity deal or a sale of portfolios) considering the interested buyers and the specific legal status and type of portfolios, as well as preparation of the Data Room and drafting legal documentation necessary during due-diligence and bidding process.

The firm assisted Next IT Invest during its acquisition through a share capital increase operation a package of shares in Docbook, the sole company on the Romanian market which operates an online platform for doctor appointment. The firm's team assisted the buyer from the early stages of the transaction (i.e. drafting and negotiations of the HOT), drafting and negotiation of the Subscription Agreement, Shareholders Agreement and other ancillary documentation.

The law firm assisted Balneoclimaterica (one of the main players in the balneary tourism in Romania) and its majority shareholder (Danubius Hotels and Spa Zrt) during an engagement which started in March 2019 consisting in a series of operations such as public offer (finalized), squeeze-out (finalized) and delisting from the capital market (ongoing). The services included project management, relation parties/authorities involved (broker, Financial Supervisory Authority, Central Depository, Bucharest Stock Exchange, shareholders), drafting and review of the documents such as public offer, legal opinions, advice on garnishment, litigation, reporting requirement, escrow accounts, market abuse obligations.

Specialist lawyers: Laura Toncescu, Duagi Gunay, Anda Tufan, Cristina Rosu.



Banking

The firm has been appointed by First Bank to implement, coordinate and supervise the merger process between First Bank (former Piraeus Bank) and Leumi Bank Romania. The assistance in this project included legal aspects such as discussion with the NBR, review of the documentation for NBR’s approval file, drafting statements, provisions of supplementary legal advice on specific aspects, drafting the merger project, review of corporate decisions, compiling the merger file as well as the approval of the merger in front of the National Bank of Romania and Trade Registry (ongoing), but also employment aspects (integration) and data protection assistance. The merger was approved by the National Bank of Romania, by the court and by the Trade Registry and was completed on 30.04.2020. This was the one and only merger approved in the banking system during the Covid-19 pandemic lockdown in Romania.

The law firm has been entrusted for the last seven years by BCR, one of the top banks in Romania, to provide for the bank a daily report monitoring of regulatory changes. The firm's lawyers also provide an analysis prioritizing the importance and impact of each new regulatory item. The law firm provides this service via a Reg-Tech tool developed in KPMG in a collaboration between KPMG’s Robotic Process Automation team and KPMG Legal, thus providing an innovative solution for an improved client service.

The firm advises all companies from Porsche Finance Group on their day-to-day activities as well as transactional work (covering banking and leasing sector, as well as the insurance and the broker activity). The team constantly advises the client on various legal and compliance issues ensuring the client is in the best position from compliance and business aspects. The team has also assisted the client with the assessment of the impact of the draft Romanian law implementing the Insurance Distribution Directive (EU) 2016/97 on the Insurance activity of the group.

The law firm together with KPMG Advisory has ensured constant legal advice to ALB in relation with the implementation of private payment moratorium in the context of the Covid-19 crisis in response to the need of the customers, but also in response to the requirements imposed under EBA Guidelines on legislative and non-legislative moratoria on loan repayments applied in the light of the Covid-19 crisis. The team is supporting the association in ensuring the relationship with the National Bank of Romania and Competition Council, but also in preparing a Report and drafting the private moratoria terms.

The law firm assisted one of the Top 10 banks in Romania during the transfer of the entire investment business. The transfer involved the transfer of clients (over 700 clients), employees, licenses and assets related to the investment business. During the project the firm assisted both companies involved starting with the structuring and planning of the transaction, providing insight and advice on the regulatory steps and authorization requirements, corporate decisions and supporting documentation, authorization schedule, criteria and supporting documentation (National Bank of Romania, Financial Supervisory Authority, Central Depository Bucharest Stock Exchange), advice on various legal topics (e.g. corporate, contracts, electronic signature, employment, data protection, KYC, MiFID II, archiving, liability, IP, etc), drafting the SPA for the business transfer and the annexes, etc.

Specialist lawyers: Laura Toncescu, Sebastian Olteanu, Rosu Cristina, Duagi Gunay.



Energy and Natural Resources

Legal assistance during the merger process of eight companies, which were part of the same group engaged in the production of renewable energy, EDPR Romania - local subsidiary of a global leader in the renewable energy sector. The entire process became complex due to the highly regulated nature of the sector of activity of the merging companies, as well as due to the extremely high number of real estate assets transferred following the merger. The approval of the court was also obtained in record time.

Advising Messer Romania Gaz, leading producer of industrial, medical and special gases in Romania, in relation to the merger process with one of its subsidiaries. The assistance consisted of drafting all the corporate documents and representing the client in court. The project was innovative due to the regulatory aspects of this restructuring operation.

We provided Steag, a amjor player operating in the renewable energy sector, with a legal in-depth and highly complex analysis of the scenarios available to the client’s Romanian local subsidiary to correct its net assets position as to comply with the legal requirements in place.

Representing Siemens Gamesa Renewable Energy Romania, a global leader in renewable energy, with respect to an additional VAT demand established by the tax inspectors of approx. €1.5 million. The main issues were related to the right to deduct the input VAT on expenses incurred on projects (wind farms) that the company had ceased or suspended and whether the costs thereof were incurred with the intention of developing an economic activity, even if this did not happen. This is a very new issue to be discussed in Romanian courts. The issue of deductibility of expenses related to projects that prove to be unprofitable was also new for the Tax Authority.

Specialist lawyers: Vlad Peligrad, Anda Tufan.



Real Estate

Advising Mondi Bucharest, local subsidiary of a leading packaging and paper group, on the sale of a logistic platform comprising various warehouses and office spaces in the Otopeni area. The firm assisted the client from the first phase of the transaction throughout the entire selling process, by reviewing real estate and transaction documentation, carrying out a full assessment of the transaction implications under Romanian law, offering assistance in defining the structure of the transaction deal, as well as in drafting and negotiating the transaction documentation.

Advising Rotem Consulting & Investment Ltd during a buy side legal due diligence in connection with the acquisition of three plots of land and corresponding buildings located in Brasov, with a total area of over 33,000 sqm. The firm assisted the client during the initial due diligence analysis, covering the entire history of the plot and building and highlighting any risks which the potential purchaser may face when investing in real estate assets.

Assistance for EOS Credit Funding DACin the process of acquisition of around 100 immovable assets as part of an NPL transaction. Assisting the client during the entire transaction, including negotiation and all signing phases.

Advising a foreign real estate investor during a buy side legal due diligence in connection with the acquisition of a plot of land and building located in the center of Bucharest. The law firm assisted the potential purchaser during the initial due diligence analysis, covering the entire history of the plot and building and highlighting any risks which the potential purchaser could face when investing in the real estate asset. Furthermore, the team's analysis also covered a review of the lease agreement concluded between the owner and the entity entitled to use the building.

Assisted Schrack Technik Logistics from the initial land plot legal due diligence throughout the entire transaction, including multiple rounds of negotiations, drafting transaction documentation and up to the signing of the pre-sale agreement.

Specialist lawyers: Laura Toncescu, Rosu Cristina, Vlad Peligrad.



Litigation and Dispute Resolution

Assisting Cerealcom Dolj in several litigation cases against two major railway transporters in relation to damages for non-fulfilment of contractual obligations.

Assisting Cerealcom Dolj in important litigation cases against Romanian Tax Authorities regarding VAT which was denied for refund and other several tax litigation cases.

Representing CON-A, a construction company, which is one of the most important general contractors in Romania, in a dispute before the Vienna International Arbitration Court arising from a contractual partner’s failure to fully meet its payment obligations.

Assisting CON-A in a dispute with their client - a large pharmaceutical company from Germany, in relation to fees and damages for construction works at a production facility of the beneficiary in Romania.

Representing Intrarom in an arbitration file against a former contractor for claims regarding fees for alleged supply of services. The main legal issues discussed were related to the types of claims that may interrupt the course of a statute of limitation and the exceptions thereof. The claim was rejected as time barred based on a very innovative interpretation of the provision of the law made by our lawyers which in the end was accepted by the Arbitral Tribunal.

Representing Intrarom in several commercial litigation cases against service providers for damages due to non-performance of contractual obligation.

Representing a confidential client in court proceedings against the Romanian Tax Authority regarding duties of a very high value. The main debates relate to the correctness of the transfer pricing method applied by the company versus the transfer pricing method which was imposed by the Tax Authority. Transfer pricing disputes are very sensitive in Romania as the practice of the Tax Authorities on this matter is not consistent and there are very limited precedents.

The law firm is currently assisting and representing NM Construction Zone, a Romanian construction design company in a litigation related to recovery of price for rendered services and delay penalties against an international real estate developer. The subject matter of the litigation is related to the fulfilment of the contractual obligations assumed by the parties through a contract regarding building design and the optimization services for the construction of a mall.

Specialist lawyers: Vlad Peligrad, Calin Dragoman, Oana Caloian.



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