MPR PARTNERS | MARAVELA, POPESCU & ASOCIATII
Tel: +40 21 310 17 17
Fax: +40 21 310 17 18
E-mail: [email protected]
Web: www.mprpartners.com
Most senior representative: Gelu Maravela, Founding Partner
No. of local partners: 6
No. of lawyers: 18
Offices in Romania: Bucharest, London
Representative clients include: Amer Sports (Salomon SAS), Amerocap, Astra Holding, BBraun Avitum, Eberspäecher, EnPower Energy, Interparking Group (Alpha Parking), KLM & AirFrance, Nawaf Salameh Family Office (Alexandrion Group), V-Ridium Renewables.
Partners and heads of practice
Practice Areas: M&A; Capital Markets, Tax, Energy & Natural Resources, Dispute Resolution & Arbitration
Gelu has over 25 years of experience in the legal profession, being ranked amongst the most prominent lawyers in Romania. He has previously acted as a judge with one of the Bucharest courts as well as an attorney with the London office of a Magic Circle law firm and an equity partner of a top tier Romanian law firm. Repeatedly ranked throughout the years as Recommended Lawyer, Leading Individual and Highly regarded by reputed international directories, such as Best Lawyers International, Chambers and Partners and The Legal 500.
Practice Areas: M&A, Corporate, Competition, Arbitration, Technology
Former partner with another top tier Romanian law firm, Alina has been at the forefront of some of the largest projects and transactions as well as of some of the most significant commercial and investment arbitrations involving Romanian counsels. Praised by clients for providing excellent customer care, Alina is repeatedly awarded by international legal directories.
Practice Areas: M&A, Real Estate, Financing, Restructuring & Insolvency, Energy and Natural Resources
A former partner with leading Romanian law firms, Dana Radulescu has acted as lead counsel in many of the country’s large projects. Dana represented major clients acting in a diverse range of industries.
Practice Areas: Employment, PPP, Real Estate, Dispute Resolution, Arbitration, M&A
Previously a member of reputed business law firms Alexandra Rimbu is an experienced attorney, assisting top international corporations and investors in numerous industries. Alexandra acts as lead counsel in a variety of corporate/M&A, commercial, contract law as well as competition and IP matters. Her expertise equally extends to employment, construction & infrastructure and PPP as well as dispute resolution and arbitration matters.
Practice Area: Tax
Felix Tapai has close to 20 years of practice in the finance and tax advisory sectors, his broad experience ranging from financial audit, consultancy and compliance to the design and implementation of efficient tax structures. He has successfully assisted large Romanian corporations and the State Fiscal Administration as well as foreign NYSE listed development services groups and financial services companies, just to name a few.
Practice Areas: Corporate, Commercial M&A, Regulatory, Data Protection & Technology, Consumer Protection
Daniel provides valuable assistance to major corporate clients with regard to various legal advisory matters, spanning IP, IT & Telecom, data privacy (assisting clients on adapting their corporate policy to comply with EU and Romanian privacy laws, including the upcoming General Data Protection Regulation) as well as advertising and consumer protection aspects. His expertise equally covers M&A, corporate & commercial, competition and employment areas of practice. Daniel represents sound international and local clients in various sectors such as industry, services, entertainment and healthcare.
Practice Areas: Dispute Resolution, Restructuring & Insovency
Anca Baitan assists clients in litigation and arbitration on both national and international cases, her practice being focused on administrative and commercial disputes. Anca’s expertise equally extends to insolvency matters, as she handles for both creditors and debtors a wide range of services including debt recovery, insolvency procedures, representation before courts, elaborating the strategy for the commencement of the insolvency procedure and through the reorganization procedure, etc.
Practice Areas: Technology & Data Protection
Former senior member of the legal department of major telecom companies and as a former member of the Romanian telecom regulatory authority, Cristina possesses vast experience in telecom and technology matters, spanning regulatory, competition, M&A and contractual projects. She equally possesses widely acknowledged data privacy acumen, having acted as DPO for one of the largest telecom companies, formerly part of Liberty Global group
List of the most representative projects
Assisted Nawaf Salameh Family Office in the acquisition of Octogon Gas & Logistics Terminal in the Port of Constanta. Assistance spanned a variety of practice areas including M&A, corporate, energy, real estate, regulatory as well as competition. Nawaf Salameh Family Office also owns Alexandrion Group.
Assisted Verde Magnesium, a major Bucharest based mining company which is backed by the firm’s longstanding client, U.S.A. private equity investor Amerocap, in obtaining concession rights for a major magnesium mining perimeter. Following ongoing assistance in niche fields pertaining to the mining and natural resources’ exploitation fields, a team of four counsels from their firm succeeded in obtaining a successful outcome for Verde Magnesium.
Retained by a Belgian law firm in order to assist its client in the purported acquisition, from a Dutch seller, of three distinct entities, one Dutch and two Romanian. The Romanian entities are active in the furniture (mainly sofas) industry and currently have over 150 employees.
Representing the firm's longstanding client, a major Romanian investment group, in the acquisition of 50% share capital in six distinct companies active in the energy sector (photovoltaic projects). Their assistance entailed providing complete support in the acquisition of the share capital, including negotiation of the transaction, drafting the transaction documents, complete temporization and phasing of the transaction, seeing that prior to the acquisition, corporate restructuring of the targets is in order.
Highly recommended by an international well quoted law firm, the team was retained by an important Czech business law firm in order to perform a full scope legal due diligence of a wooden packaging products producer, further developing into the acquisition thereof.
Specialist lawyers: Gelu Maravela, Dana Radulescu, Daniel Alexie.
Energy and Natural Resources
Retained by a consultancy company specialized in energy and infrastructure projects, covering financial and legal structuring, project management and research, with regards to the acquisition of a Solar Parks Portfolio (5 distinct parks) from a clean energy independent power producer (IPP) and important energy sector investor.
Retained by an important energy projects developer with regard to all legal aspects pertaining to the development and sale of three green energy projects with a total capacity of 750 MW. The team advised the client regarding structuring the transaction, assistance in the negotiation and drafting of the transaction documents and assistance in the projects' development process. Their assistance spans corporate (i.e. changes of the registered offices, transfers of shares, capital increases), M&A, real estate and permitting (with regards to the environment, as well as complex real estate and energy aspects).
Retained by an important European specialist in photovoltaic solutions with regards to all legal aspects pertaining to the development and sale of one photovoltaic power plant of almost 30 MW capacity. They advise the client regarding structuring the transaction, assistance in the negotiation and drafting the transaction documents and assistance in the projects' development process. Their assistance spans corporate, M&A, real estate and permitting (with regards to environment, real estate and energy aspects).
Representing the top Romanian energy supplier to numerous public institutions and companies of strategic interest in Romania, in the acquisition, from foreign investors, of two distinct photovoltaic parks with a combined capacity of 3 MW. Their assistance consisted of complete support in the acquisition, including negotiation of the transaction, full scope due diligence, drafting the transaction documents, complex regulatory, real estate, permitting, employment and energy matters.
Advising AMV Beta in connection with its claim against The National Agency for Mineral Resources in relation to the rejection of their client’s application for prospective permits to begin an important mining investment in Romania. They have assisted the client with submitting a claim to the administrative courts with a view to compelling the authority to issue the permits. Their work has included the thorough assessment of the regulatory and permitting framework pertaining to the mining and extractive sector in support of drafting all necessary documentation to be submitted to the administrative courts, as well as representing the client before the courts.
Specialist lawyers: Gelu Maravela, Dana Radulescu, Anca Baitan.
Competition
Advised Autotechnica Fleet Services, a HERTZ franchisee, in connection with an investigation conducted by the Competition Council in relation to the alleged infringement of article 5 of the competition law and/or article 101 of the Treaty on the Functioning of the European Union by the client.
Assisted the Ministry of Finance in connection with all competition law issues involving State aid and antitrust assessments and defenses relating to the arbitral cases they are assisting with. Their work involved the (i) analysis of the measures adopted by Romania with regards to the green certificate scheme from the perspective of the Romanian and EU competition laws, (ii) an assessment if there is a serious risk of infringing the competition law by bringing all of these types of claims in one single arbitration, (iii) drafting of the relevant submissions with regards to the aforementioned issues on an ongoing basis during the course of the matter being heard before the tribunal and (iv) liaising with the Competition Council.
Advised a global technology group in connection with the competition law implications of several joint bid options scenarios for a Romanian tendering procedure concerning cloud services for the integration to the European Union single digital gateway. Their work focused on analyzing, for the envisaged joint bid scenarios, the risks of exclusion from the tendering procedure on the grounds of competition rules infringement, as well as on providing advice on joint bidding best practices from a competition law perspective.
Advised a major European sports equipment producer with regards to all legal aspects pertaining to the transfer of the alpine bindings business from a Romanian company active in plastic processing including the manufacturing of plastic components for automotive and industrial customers including winter sports equipment. Their work focused not only on performing a competition due diligence, i.e., identifying the competition compliance risks arising from the practices employed by the target, including in relation to state aid, horizontal and vertical agreements, abuse of dominant position abusive practices and other unfair competition practices, as well as contacts with competition authorities, competition compliance programs, but also on advising with regards to the aspects identified during the competition due diligence by providing recommendations on rectification (where necessary) and overall best practice.
Advised the EU’s main metallic Magnesium producer in connection with the competition law implications of the envisaged cooperation with Big Blue Technologies, a United States company specialized in high-temperature thermal processes for upgrading the value of minerals and ores into metals and ceramics, for the purpose of commercial exploitation of a Magnesium production technology and the development of Magnesium production facilities. Their work focused on adapting the business terms and technology transfer agreements for compliance with competition regulations on agreements between undertakings, including the identification of the potential for the occurrence of multiple vertical and horizontal restraints (featuring matters related to distribution of related technology licenses) and mitigating potential risks thereto.
Specialist lawyers: Alina Popescu, Dana Radulescu.
Real Estate
The team has been retained by their longstanding client (6+ years), a major European sports equipment manufacturer, in order to assist in all stages of the development from scratch of a ski bindings manufacturing plant and acquisition of the land it shall be built on.
Assisted their longstanding client Alpha Parking, the Romanian subsidiary of the Belgian group Interparking, top European parkings developer and operator, in another two local projects. The projects entailed specific real estate assistance, in view of the acquisitions, including land book, special documents’ obtaining, various approvals, including regarding refurbishing and consolidation works (even for a building classed as a national monument – which consists of complex regulatory real estate work).
Retained by one of their longstanding clients, a major investment group, with regards to several multimillion EUR real estate projects, which entailed property transfers, acquisitions etc. Assistance includes obtaining various real estate specific documents (such as Urbanistic and Zonal Plans), various authorizations, as well as analysis thereof in light of found discrepancies, advising with regards to provisions concerning the change of height and obtaining approval there to in case of already built immovable assets etc.
Retained by a major European fashion garments producer with regards to all real estate matters pertaining to its Romanian shops. Assistance includes the negotiation and revision of various agreements and documentation, such as related to the lease of space and performing the construction works to adapt the space to the client’s concept of a shop. In addition, they assist the client in all aspects related to permitting matters and representing the client in front of the relevant public authorities.
Advising the Romanian Ministry of Public Finance in connection with yet another ICSID arbitration regarding a major real estate project located in the heart of Bucharest which was supposed to be developed through a public-private partnership between Romania and private investors. The investors claim that Romania did not respect the FET principles and indirectly expropriated their investment. The team is assisting the client at all stages of the arbitration, namely constitution of the tribunal itself, amicus curiae and bifurcation, the discovery of documents, during the experts report phase, compilation of the merits and objections, preparation of witness statements, as well as representation of the client at final hearing, including final submissions.
Specialist lawyers: Alexandra Rimbu, Dana Radulescu, Gelu Maravela.
Litigation and Dispute Resolution
Successfully representing Getica 95, top Romanian energy supplier, with a market share of 10% and more than 4 million MWh supplied last year to numerous public institutions and companies of strategic interest in Romania, currently undergoing insolvency proceedings (with a total pool debt of €40 million), in a matter concerning damage claims worth over €6 million, incurred following Getica’s termination notice of the energy supply contracts as a result of one of its client’s refusal to renegotiate the agreements following significant energy price variations. Subsequently, successfully representing Getica in the amicable settlement for the recovery of the incurred judicial expenses.
Retained the Romania’s Ministry of Public Finance in another arbitration file. Thus, they are representing their client in an ICSID Arbitration against Romania, initiated by Kelag – Karntner Elecktrizitats-Aktiengesellschaft et al., due to the legislative change concerning the Green Certificates support scheme, changes made after its adoption in order to attract sector related investment. Their work involves analysis of the request for arbitration, analysis and review of the relevant Romanian regulations and legislation concerning the renewable energy sector from a wind investor's perspective, identification of potential jurisdictional objections including research of factual evidence, liaising (meetings, documents' collection etc.) with relevant authorities and drafting relevant documents.
Advising longstanding client of the firm J. Christof E&P Services, the largest provider of services for complex piping systems in Southeast Europe, in connection with a litigation involving alleged copyright infringement. They represent the client in connection with the defence of a claim by a former employee for damages for alleged copyright infringement. Their work on this matter has included the drafting procedural documents, namely the statement of defence together with the related counterclaim, notes and conclusions, and they have represented the client before the relevant court/s.
Retained by the client, a pharmacy operating mainly in Cluj and internationally on line, to assist them in a litigation against the producer and the distributor of an altered food supplement. Their assistance consists of assisting the client in three complex civil litigations against the producer and the distributor of the Maraton Forte food supplement, a criminal investigation concerning the altering of food supplements, as well as drafting letters to various health authorities as well as online commerce giant Amazon with respect to the foreign pharmaceutical substances identified in the composition of the food supplement.
Successfully assisted and represented the client, the Municipality of Victoria, Brasov County, in a litigation concerning the costs associated with renovating and operating the Victoria City Hospital. The litigation was initiated by the associate of the municipality who renovated and operated the Hospital for a period of 10 years and now seeks to recover the entire investment. Their assistance consists of assisting the client in submitting the defences and ensuring representation before the Court.
Specialist lawyers: Anca Baitan, Gelu Maravela, Dana Radulescu.
Tax
Retained by Astra Holding, a German investment group (longstanding client) with regards to a real estate acquisition of an office park complex (three office buildings and retail space). They advise the client regarding the complex structuring of the transaction - reviewing and mark-up, binding offer, Romanian tax provisions related memos, including assistance (structuring memorandum, tax optimizations etc.) with regards to the project acquisition finance.
Advising Universal Music, the world’s leading music company, in connection with various fiscal and tax matters, including VAT compliance, the taxation system in respect of royalties, Intra-group transactions, loans and interests thereto, as well as representing the client in front of the tax authority, including assistance in tax/fiscal audits. They were required to dispense highly specialized tax and compliance advice tailored to the music industry. Assistance was provided to the parent company itself, as well as three companies from the same music production and distribution group.
Advising STB, the main overground municipal public transportation company located in Bucharest, on a range of tax and fiscal matters aimed at restructuring its debt of approx. €200 million. The team is providing assistance on a number of matters, including tax consultancy services relating to tax restructuring legislation, debt rescheduling, and advice on potential litigation related to the granted gratuities, among other matters, including transfer pricing.
Retained by Eberspaecher Controls Ro, an important R&D and engineering company, part of a major multinational group present in 28 countries, in order to provide assistance and representation before the tax authorities in relation to tax compliance and accounting services. Their assistance consists of complete support in tax services spectrum, including tax compliance services and relation to the designated tax authorities in various matters indicated by the client as well as accounting services and assistance with day-to-day matters. In addition, they provided assistance in relation with the setup of the transfer pricing policy applicable to the activities of their client.
Advising Enpower Energy, a prominent technical developer in the field of renewable energy on various taxation matters. They are assisting on a number of matters, including tax consultancy services relating to the energy projects carried out, assistance during tax audits and tax due diligence projects, as well as general tax advisory.
Specialist lawyers: Gelu Maravela, Felix Tapai.
Employment
Advised airline giants, KLM and Air France, on the various employment matters, including:
• Drafting the specific addenda to the employment agreements to reflect the increase in salaries;
• Analysis of and advice on the various benefits and related incentive schemes implemented by the airlines within the Romanian offices and amending the documents providing the incentive schemes;
• Advice on the opportunity and legality of taking disciplinary action against an employee, in order to perform the disciplinary dismissal of the same;
• Advice on the opportunity of implementing redundancy, while analysing other options available for the termination of employment;
• Advice on different types of retirement in Romania.
Advised Enpower Energy, a local company developing renewable energy projects, in order to implement the entire employment framework and ensure the legality of the company’s activity. They have been providing legal assistance on a number of areas, including:
• Drafting employment agreements for new employees and drafting addenda for existing employees, in order to align their employment agreements to the current labour legislation;
• Drafting the internal regulation, necessary for the proper organisation of the activity;
• Advice on the opportunity of implementing redundancy in case of reorganisation of resources at the level of the company, while also drafting the complex paperwork necessary for implementing redundacy;
• Advice in mutual terminations agreements to employment contracts.
Assisting the client, a functional and full outsourcing solution provider to the global life science industry, with regards to several remote working employment aspects, related to their day-to-day activity, such as:
• Drafting employment agreements and other employment-related documents for new employees;
• Drafting addenda to the employment agreement modifying the salaries, the positions and the job descriptions;
• Advising on overview aspects of business trips as per Romanian law.
Advising a Romanian branch of one of the world´s leading system developers and suppliers of exhaust technology, in connection with various employment matters, such as:
• Assisting with the negotiation process and subsequently, the conclusion and registration of the collective bargaining agreement;
• Drafting preliminary versions of the collective bargaining agreement to be signed by the Client, as well as updating the Internal Regulation following the signing of the collective bargaining agreement;
• Assisting with employee representative elections;
• Analysis and advice on the bonus scheme proposed by the client, from an employment law perspective.
Advised an international courier services provider, in relation to setting up its Romanian Subsidiary and ensuring a smooth implementation of the labour-related matters, which includes day-to-day advice on:
• Drafting employment agreements and other employment-related documents;
• Advising on the implementation of irregular working patterns;
• Advising on available options for termination of employment;
• Advising on the specificities of the disciplinary procedure and disciplinary sanctions according to Romanian law;
• Advising on the specificities of financial liability of employees according to Romanian law and reviewing and drafting general models to be used by the client in case of damages caused by employees;
• Advising on immigration-related limitations regarding employing non-EU citizens (especially from Republic of Moldova);
• Advising on aspects related to occupational health and safety and occupational medicine.
Specialist lawyer: Alexandra Rimbu.