LEROY SI ASOCIATII

Address: 10-12 Maior Gh. Sontu Street, 1st District, Bucharest, RO-011448, Romania
Tel: +40 21 223 03 10; +40 744 37 45 46
E-mail: [email protected]
Web: www.leroylaw.ro
Most senior representative: Bruno Leroy, Founding Partner
No. of local partners: 2
No. of lawyers: 16
Offices in Romania: Bucharest
Representative clients include: Naval Group, Engie, Airbus, Groupe Rocher, BNP Paribas, Lactalis, Eti European Group Industries, Expert Petroleum, International Swaps And Derivates Association (ISDA), LVMH.

Partners and heads of practice

Bruno Leroy, Founding Partner

Practice Areas: Competition; Distribution & Consumer Law; Corporate; M&A; Real Estate; Energy & Natural Resources; Employment

Bruno Leroy’s professional background is represented by more than two decades of cross-disciplinary experience in the Romanian market.

Bruno has advised on headline M&A, real estate transactions and on sensitive European law and competition matters. His experience provides him with valuable insight into a broad range of issues investors are facing in building successful businesses in Romania.

Andreea Toma, Partner

Practice Areas: Banking & Finance; Corporate; M&A; Projects & Infrastructure

With over 19 years of experience in mergers & acquisitions, banking & finance and projects & infrastructure, Andreea Toma is acting for sellers and purchasers on high profile domestic and cross-border transactions.

Andreea has advised on some of the major M&A deals in Romania and has considerable experience in handling government contracts, advising on a wide range of financing transactions, such as IFIs, commercial banks, multinationals.

List of the most representative projects

Corporate and M&A

The firm assisted Lacoste, the world-renowned French subsidiary of the Swiss Group Maus Freres, a luxury brand specialized in the retail sale of sportswear, on the sale of 100% of the share capital of its Romanian subsidiary Trans Euro Textile (manufacture of textile garments).

The law firm advised the Romanian subsidiaries of Vodafone, a leading telecom operator, in relation with various complex corporate arrangements (including the reorganization of its corporate governance structure and the establishment of new articles of association). The deal was successfully closed on August 2019.

The firm is advising Louis Vuitton, one of the most renowned fashion houses and luxury retail companies, in relation with various corporate matters, like establishing the delegation policy at company level, identifying the appropriate CAEN Codes in connection to the sale of certain specific products and advising on the authorization process.

The firm provided the worldwide known French cosmetics group, Groupe Rocher, with assistance during the due diligence process, on the direct acquisition of a controlling stake in a Romanian company specialized in the retail sale of cosmetic and toilet articles and the indirect acquisition of its Czech subsidiary.

The law firm is advising Suez, a global expert in the water and waste sectors, on the reorganization of the management of its Romanian branch, by also clarifying the particularities of the legal regime of the branch and of its representative under Romanian law.

Specialist lawyers: Bruno Leroy, Andreea Toma, Ruxandra Manciu, Cristian Bumbac, Andreea Bibu, Dariana Istrate.



Banking

Alongside Gide Loyrette Nouel’s London office, the law firm's Banking & Finance team lead by Andreea Toma, Partner, advised BNP Paribas Dublin Branch/BNP CIB on extending the international trade receivables asset-backed commercial paper (ABCP) securitization program of Teva Pharmaceuticals, the leading generic drugs manufacturer, to its Romanian subsidiary. Many factors rendered the transaction complex and demanding, including its rich documentation, demanding structure and multijurisdictional trait, which resulted in intense communication among the parties to the transaction and their respective advisors on both legal and tax matters.

The firm's Banking & Finance team lead by Andreea Toma is assisting Coresi Business Park, part of the CEETRUS Group, a major international player in the real estate investments market, on a €31 million real estate financing granted by BRD-Groupe Societe Generale. The team's scope of work consists in reviewing and negotiating the Facility Agreement and the related security documents, drafting and reviewing ancillary documentation, inter alia, for subordinating certain debt.

The firm continued their working relationship and have been advising our longstanding client Expert Petroleum, a company specializing in resources optimization, operations restructuring and production enhancement techniques on securing financing from commercial banks.

Assisted the International Capital Market Association (ICMA) in connection with updating the industry opinion in connection with repurchase transactions and buy/sell-back transactions contemplated under the 2000 and 2011 Global Master Repurchase Agreements (GMRA), published by ICMA on its website for the benefit of all its members. The Romanian law GMRA opinion was commissioned by ICMA in the context of the increasing importance of repurchase transactions and buy/sell-back transactions in the local financial market. This opinion is the first GMRA opinion ever commissioned by ICMA for the Romanian market.

Assisting the International Securities Lending Association (ISLA) in connection with updating the industry opinion on the securities lending transactions. Contemplated under the Global Master Securities Lending Agreement (GMSLA), they’re published by ISLA, on its website, for the benefit of all its members. This Romanian law opinion was commissioned by ISLA in the context of the increasing importance of securities lending transactions in the local financial market.

Specialist lawyers: Andreea Toma, Andreea Spataru, Diana Moroianu, Cristina Togan, Cristian Bumbac.



Energy and Natural Resources

Engie Romania (member of Engie Group), a major operator on the Romanian natural gas market, filed a claim against the Romanian Energy Regulatory Authority, requesting the issuance by the Authority of an order to adjust the regulated prices for the natural gas supply, the unitary regulated revenue and the total unitary regulated revenue. The company also requested the payment of damages to compensate for the losses. This has been a complex case, requiring highly specialized skills. The legal issues at stake were novel and, to the best of our knowledge, had never been submitted to the courts’ scrutiny in the past. The law firm's involvement concerned, inter alia, establishing the litigation strategy, drafting litigation documents and representing the client in court.

The law firm is advising their long standing client Engie Romania (member of Engie Group), one of the largest global energy players, in five disputes against the Romanian Energy Regulatory Authority (ANRE) and/or against S.N.T.G.N Transgaz, the technical operator of the Romanian National Transport System for natural gas, over the calculation of the regulated tariffs for the exceeding of the capacity reserved in the National transport system for natural gas and recovery of the amounts which were wrongly invoiced to our client. These cases are of a highly technical nature, requiring highly legal specialized skills, understanding of the technical aspects involved in the transportation of natural gas and as well as an in-depth knowledge of the natural gas sector. Furthermore, the legal issues at stake are novel and the manner in which they will be settled by the Court is of paramount interest to the future functioning of the natural gas market. The firm is currently representing the client in the legal proceedings against the regulatory authority and against S.N.T.G.N. Transgaz. The court of first instance has already confirmed the firm's client position in one of the cases.

Assisted Engie Romania (member of Engie Group) in a litigation file against the Romanian Energy Regulatory Authority, by which the client sought the annulment of a fine applied by this authority. The subject matter of the dispute consisted in the fulfilment by Engie Romania of a regulatory obligation. Apart from exempting the client from the payment of an important fine, winning this case constitutes a landmark victory with regard to the manner in which the fulfilment of such obligation should be assessed by the authority. The firm's involvement concerned, inter alia, establishing the litigation strategy, drafting litigation documents and representing the client in court. In October 2019, the Bucharest Tribunal has ruled in favor of the firm's client. The decision is final.

The firm has represented Wirom Gas (member of Engie Group), an operator on the Romanian natural gas market in a claim against the Romanian Energy Regulatory Authority, requesting damages for the Authority’s failure to fulfil its legal obligations concerning the setting of regulated tariffs for the distribution of natural gas. This has been a complex case, requiring highly specialized skills. It must be emphasized that the legal issues at stake were different from the other cases concerning the energy sector described in this submission. Such legal issues were novel and, to the best of the team's knowledge, had never been submitted to the courts’ scrutiny in the past.

Assisted Expert Petroleum, a company specializing in resources optimization, operations restructuring and production enhancement techniques, in a new dispute initiated by a local NGO, Asociatia Salvam Campia de Vest, regarding the annulment of a series of petroleum agreements operated by the firm's client. In January 2018 the Court ruled in favor of the client. The NGO filed a recourse, the firm is currently assisting the client in the appeal phase.

Specialist lawyers: Bruno Leroy, Andreea Toma, Eleanora Udroiu, Mihnea-Ioan Ratiu.



Competition

Assisted Yves Rocher with the merger control proceedings for the acquisition of Sabon Romania, its distributor in Romania of Sabon products. The matter involved the drafting and filing of the merger control notification form with the Romanian Competition Council.

Assisting Tereos Romania, one of the most important players in the field of sugar manufacturing, in connection with the competition law aspects entailed by its agreements with beets farmers.

Assisting and representing ETi European Food Industries in connection with the setting up of several distribution agreements, for the Czech Republic, Slovakia, Croatia and Slovenia. The firm's work covers the drafting and negotiating the distribution agreements with the selected distributors, while observing particulars of the non-EU jurisdiction, and also entails the structuring of the distribution relationship in a manner compliant with EU competition rules.

The law firm has continued to assist Tedis, a renowned French distributor of pharmaceutical products, in relation to the negotiation and implementation of its distribution agreements with several major manufacturers of innovative and generic pharmaceutical products, in order to ensure compliance with antitrust and distribution rules. The firm's long-standing relationship with Tedis on this matter is a confirmation of it's expertise in cross-border distribution projects, at European level and beyond. The countries concerned by the agreements reviewed by us for Tedis are located in Africa and Asia.

Assisting and representing Formel D ,one of the most important players in the field of automotive industry quality services, in connection with the Romanian part of the transaction whereby it acquires a smaller competitor for gaining supplementary market access.

Specialist lawyer: Bruno Leroy.



Real Estate

Adviced Euryale Asset Management, acting as manager of the French investment fund Pierval Sante SCPI, in connection with a sale and lease back operation with respect to two medical centers located in Otopeni and Cluj, currently owned and operated by a healthcare investment group of companies. The firm's team assisted Euryale Asset Management with the structuring the project, in particular the assessment of the various options and legal structures, drafting the binding offer, conducting a red flag real estate legal due diligence review.

Assisting the French company Investissements Immobiliers de France on the acquisition of a real estate consisting in a land of 4,578 sqm and a production facility in surface of 2,727 sqm from a Romanian company.

Assisting Bouygues Romania with the legal analysis of various options for carrying out a development project, by providing legal guidance, drafting property descriptions and legal testimony, presenting disclosure requirements, analyzing property documents to identify any fraud and assessing legal risks and developed remedial measures.

The law firm represented Groupe Rocher, the worldwide known French cosmetics group, on the direct acquisition of a controlling stake, which consisted in the purchase of 20 stores, located in numerous commercial centers, in a Romanian company specialized in the retail sale of cosmetic and toilet articles and the indirect acquisition of its Czech subsidiary. The team provided Groupe Rocher with assistance during the due diligence process, drafted the share purchase agreement, the shareholders’ agreement, as well as other ancillary documents and also assisted with the notification of the contemplated acquisition to the Romanian Competition Council.

Advising Reckitt Benckiser in connection with the conclusion of a lease agreement of office premises under construction and the takeover of the lease agreement already concluded with a leading player in the office segment.

Specialist lawyers: Bruno Leroy, Andreea Toma, Cristina Togan, Luminita Busuricu, Ruxandra Manciu.



Litigation and Dispute Resolution

Assisting and representing Vitalia Group (Romania), a company operating centers of waste management in Romania, in a complex dispute involving several court actions seeking the payment of the due amounts for the services already rendered and the resolution of damages suffered as a result of the execution of a contract concluded with the national and local authorities, regarding the provision of sanitation services in Bistrita - Nasaud county. The firm obtained many favorable solutions in these case files, based on the reasoning that the service provider must be paid from the local budget, for the services delivered to the part of the population that did not conclude a separate services contract with the provider. This is a major achievement, as the waste management system implemented in that county was a pioneering undertaking in the area, and no previous case law was available at the time.

Representing Albalact, one of the largest dairy producers in Romania, in a case file in which the claimant asked for damages arising from an alleged abusive break off of the negotiations between the parties carried out during March 2014 - January 2016, negotiations relating to the sale of the logistics company of the Albalact group. The law firm successfully represented the client and managed to obtain a favorable decision to the client from the court of first instance.

Representing Albalact, one of the largest dairy producers in Romania, in a case file in which the claimant, a former minority shareholder of the company, challenges the price received in the minority squeeze out procedure that followed the takeover of Albalact by Lactalis on the Bucharest Stock Exchange. The file deals with sophisticated capital markets regulations.

Engie Romania (member of Engie Group), a major operator on the Romanian natural gas market, filed a claim against the Romanian Energy Regulatory Authority, requesting the issuance by the Authority of an order to adjust the regulated prices for the natural gas supply, the unitary regulated revenue and the total unitary regulated revenue. The company also requested the payment of damages to compensate for the losses. This has been a complex case, requiring highly specialized skills. The legal issues at stake were novel and, to the best of the team's knowledge, had never been submitted to the courts’ scrutiny in the past. The involvement concerned, inter alia, establishing the litigation strategy, drafting litigation documents and representing the client in court.

Assisted Engie Romania (member of Engie Group) in a litigation file against the Romanian Energy Regulatory Authority, by which the client sought the annulment of a fine applied by this authority. The subject matter of the dispute consisted in the fulfilment by Engie Romania of a regulatory obligation. Apart from exempting the client from the payment of an important fine, winning this case constitutes a landmark victory with regard to the manner in which the fulfilment of such obligation should be assessed by the authority. The involvement concerned, inter alia, establishing the litigation strategy, drafting litigation documents and representing the client in court. The Bucharest Tribunal has ruled in favor of the client. The decision is final.

Specialist lawyers: Bruno Leroy, Andreea Toma, Mihnea-Ioan Ratiu.



Govnet Next Events