BONDOC SI ASOCIATII SCA

Address: 34 Londra Street, 1st District, Bucharest, Romania
Tel: +40 31 224 84 00
Fax: +40 31 224 8401
E-mail: office@bondoc-asociatii.ro
Web: www.bondoc-asociatii.ro
Most senior representative: Lucian Bondoc, Managing Partner
No. of local partners: 9
No. of lawyers: 41
Offices in Romania: Bucharest
Representative clients include: Dante International (eMag), Engie Romania, Profi, Merck Sharp Dohme, Mid Europa Partners, PPF, Restart Energy, Sanofi, Delphi Corporation, Urgent Cargus.

Partners and heads of practice

Lucian Bondoc, Managing Partner

Practice Areas: M&A; Competition; LifeSciences; Investment Projects; Data Privacy, Compliance/Crisis Management

Lucian has very significant experience in many areas of law and leading for many years the Bucharest based Corporate/M&A and Competition practice groups of top-level international law firms. He has extensive experience in dealing with complex sensitive corporate/M&A, competition and investments projects, including in industry sectors such as banking & financial services, consumer products, retail, pharmaceuticals, energy and natural resources.

Education: LLB, University of Bucharest, Faculty of Law; Maitrise, French Romanian College for European Studies; LLM, Ecole Nationale d’Administration.

Mihaela Bondoc, Partner

Practice Areas: Real Estate and Constructions; Employment

Mihaela Bondoc is a partner with over 22 years of experience in Real Estate area including property acquisition/disposal-related assistance, development of real estate, joint ventures, lease, leasing and concessions; portfolio restructuring and property management. Mihaela also passed the official real estate valuators exam.

Education: LLB, University of Bucharest, Bucharest, Romania, 1998; Maitrise, French Romanian College for European Studies, Bucharest, Romania, 1998; LLM, Commercial Law, 1999.

Bogdan Bunrau, Partner

Practice Areas: Corporate and Commercial; Mergers and Acquisitions; Natural Resources and Competition

Bogdan is a partner with a broad corporate and commercial business expertise, with significant exposure to complex transactions and extensive experience in natural resources projects, as well as corporate and M&A transactions, both domestic and cross-border, across a variety of industries. He has been involved in numerous acquisitions and privatizations, strategic joint-ventures; he also advises international and domestic clients in various industries.

Education: LLB, University of Bucharest, Bucharest, Romania, 1997.

Viorel Nicolae Dinu, Partner

Practice Areas: Litigation; Arbitration; Commercial; Insolvency

Viorel has more than 22 years of practice in litigation and arbitration. He is one of the few Romanian litigators having benefitted from US legal training and has significant experience in corporate, commercial and civil disputes; he provided advice and support in drafting dispute resolution clauses in cross-border commercial agreements or in other major transactional matters.

Education: LLB, University of Bucharest, 1997; Georgetown University Law Center, Washington, D.C., 2002.

Monica Iancu, Partner

Practice Areas: Corporate and Commercial Law; M&A; Data Protection; Intellectual Property; IT; Telecommunication

Monica has a very large and diverse relevant transactional background, having acted in a significant number of prominent transactions, particularly in development and power generation projects, power supply and trade, as well as oil and gas projects and advised leading domestic and international energy companies on mergers, acquisitions, privatizations and alliances, as well as on regulatory issues related to market operation.

Education: LLB, University of Bucharest, 2002; LLM, University of Bucharest, Faculty of Law, 2005; Maitrise in European law, University of Paris I, Pantheon-Sorbonne, France, 2002.

Diana Ispas, Partner

Practice Areas: Banking and Finance; Capital Markets; Insurance and Insolvency

Diana has over 16 years of professional experience as Romanian counsel, focusing on banking, finance and capital markets, financial services (insurance, payment services, pension funds), public & private projects, corporate and corporate governance.

Education: LLB, University of Bucharest, Bucharest, Romania, 2004; LLM, DEA International Economic Law, University of Paris I, Pantheon-Sorbonne, France, 2005; Maitrise in European law, University of Paris I, Pantheon-Sorbonne, France, 2004.

Simona Petrisor, Partner

Practice Areas: Banking and Finance; Capital Markets; Insolvency; PPP/Public Procurement; Regulatory/Environmental Law

Simona is qualified in the areas of banking & finance, capital markets, state aid, public procurement and insurance; has extensive experience acting for arrangers, borrowers and sponsors on a wide range of transactions with an emphasis on corporate, acquisition and project finance. She has advised both domestic and international clients on various cutting-edge transactions in capital markets, derivatives, repos and securitization.

Education: LLB, University of Bucharest, 2003; LLM, DEA Droit des affaires, University of Paris II, Pantheon-Assas, France, 2004; Maitrise in European law, University of Paris I, Pantheon-Sorbonne, France, 2003.

Cosmin Stavaru, Partner

Practice Areas: M&A; Commercial; Regulatory; Energy and Natural Resources; Real Estate and Constructions

Cosmin has over 16 years of experience in dealing with complex Energy, Corporate M&A and Real Estate transactions. Cosmin has a wide expertise in complex regulatory issues specific to large investment projects across various sectors, energy sector in particular. He has also been advising on issues related to Public Procurement, Environmental Law, Project Finance and Capital Markets.

Education: LLB, University of Bucharest, 2004; Maitrise, French Romanian College for European Studies, 2004; International and Human Rights Law Degree, Robert Schuman University, 2002.

Raluca Voinescu, Partner

Practice Areas: M&A; Pharma; Competition; Corporate

Raluca is a partner with main practice areas M&A, competition, corporate and commercial law. Raluca has been dealing with a significant number of transactions involving acquisitions or sales in Romania by international and local corporations, financial institutions, private equity and investment funds and she has gained significant experience in a wide array of complex issues that may arise during all phases of an M&A project.

Education: LLB, University of Bucharest, 2004; MA in EC Competition Law, King’s College, 2010.

List of the most representative projects

Corporate and M&A

The law firm prepared the legal due diligence review, for PPF GROUP, in connection with the proposed indirect acquisition by the client (Central European Media Enterprises) of a global media group, including its subsidiary in Romania (ProTv Trust), the leading television trust national wide. The regulatory matters involved significant volumes of authorizations and licenses relating to broadcasting (terrestrial, cable, satellite), telecommunication and other related rights, as well as sensitive issues considering the field of activity and audio-visual legislation framework, and all standard fields in a due diligence process of this kind.

The law firm prepared the legal due diligence review, for MID Europa (Vita CEE, Waltz Management) for Walmark group, in connection with the proposed sale by the client of an European group of companies acting in food supplements industry, including the Romanian subsidiary. The regulatory matters involved high volumes of authorisations and related documentation, as well as sensitive issues considering the field of activity. The assistance covered all standard fields in a due diligence process of this kind.

Assistance in relation to due diligence exercise for Dante International to enter as a majority shareholder in the target company, a local online food intermediary platform named EuCeMananc and rebranded Tazz after closing. The assistance also involves support in relation to the transaction documents, including a acquisition agreements and a complex shareholding agreement with over 7 parties. The project confirms the confidence of this client (subsidiary of Naspers and largest online retailer in Romania) in firm's capabilities (after assisting them with respect to other 6 M&A projects in the past 5 years), as well as the firm's strong experience in M&A, and ITC.

Assistance for Adient Automotive with respect to the contemplated sale of its automotive fabrics manufacturing business, particularly its fabrics business located in Romania, to a subsidiary of Sage Automotive Interiors, an Asahi Kasei company.

Assisting Tapbury Management, an Irish renewable investor and developer in relation to the proposed acquisition of a Romanian company developing two wind projects of ca 60 MW capacity (due diligence and transaction negotiation) from a major Romanian energy company (KDF Energy). The transaction covered complex due diligence issues and innovative ways to accommodate with the insolvency legislation as the seller of the target was subject to insolvency process.

Specialist lawyers: Lucian Bondoc, Mihaela Bondoc, Bogdan Bunrau, Monica Iancu, Cosmin Stavaru.



Banking

Advised Alvogen group in connection with the restructuring of its existing debt in the CEE region through an English law facility agreement, secured and guaranteed by its Romanian subsidiaries. The firm's involvement consisted in drafting and negotiating of the security agreements and relevant financing ancillary documents.

Assisted UniCredit Bank Czech Republic and Slovakia a.s., as, mandated lead arranger, agent or security agent of a syndicate of banks, including Romanian and foreign lenders, in connection with the refinancing transaction of one of the biggest pharmacy chains in CEE, holding biggest pharmaceutical group in Romania. The assistance consisted not only in reviewing the relevant financing documentation, but also in negotiating the relevant security package provided by multiple Romanian companies of the pharmaceutical group. The assistance consisted not only in reviewing the relevant financing documentation but also in negotiating the relevant security package.

Assisted a Polish listed company, Kredyt Inkaso, leader in debt recovery industry, in connection with a new secured bond issue (series F1 bonds), secured inter alia, by security provided by its Romanian subsidiaries over portfolios of receivables. The assistance involved multiple rounds of negotiation with the trustee’s legal counsel while ensuring consistent approach to the documentation due to the multi-jurisdictional nature of the transaction and specific client requirements.

The banking and finance team of Bondoc si Asociatii together with White & Case LLP (as lead counsel) assisted PPF with respect to the financing of the acquisition of Central European Media Enterprises Ltd. (NASDAQ/Prague Stock Exchange: CETV) (“CME”). CME operates television stations in Bulgaria, the Czech Republic, Romania, Slovakia, and Slovenia, including Pro TV. BNP Paribas and Société Générale acted as Structuring Advisors to PPF on the acquisition facilities. The €1,150 billion facilities have been fully underwritten by BNP Paribas, Credit Agricole CIB, Credit Suisse, HSBC, Societe Generale and UniCredit. The firm's assistance addressed all the Romanian law aspects, including structuring the security package, review and execution of the credit documentation and the intra-creditor agreement.

Assisted Generali group in connection with the group restructuring of its pension funds management activities in Romania through the contemplated transfer of its controlling shareholding in the Romanian pension fund manager, as well as the required formalities with the Romanian regulator of the pension fund sector. The assistance included preparing multiple documents and assisting Generali in front of the Romanian regulator for obtaining the relevant majority shareholder approval.

Specialist lawyers: Simona Petrisor, Diana Ispas.



Energy and Natural Resources

Advising Clariant in connection with aspects concerning the building and operation of a biomass fired combined heat & power plant aimed at delivering electricity and steam to a full-scale commercial cellulosic ethanol plant based on its sun liquid technology which Clariant wishes to develop in Romania. This is the largest project of this type in Romania in the past couple of years and unique by the technology to be used. The assistance includes complex regulatory advice in relation to the operation of the cogeneration power capacity and the structuring of the contractual relationship for the purpose of the building and operation of the cogeneration capacity, as well as permitting aspects including in relation to grid connection. The assistance also included assessment of various contractual structure from the perspective of various limitations existing under Romanian law with respect to the trade of electricity and tolling arrangements.

Representing Distrigaz Sud Retele (part of Engie Romania), the gas distribution services branch of Engie Romania in a major insolvency of state-owned ELCEN, the main thermal energy provider in Bucharest. Apart from the very high stake, this mandate covers extremely complex legal issues, related to the regulatory aspects on energy and providing of thermal energy as public service, financial aspects on state subsidies for such activity, the obligation to continue to supply the distribution services in case of reorganization, the relationship with the other suppliers, the potential reorganization by merger of the debtor. The importance of this insolvency is paramount for the client, in terms of recovery of the past debt, payment of the services during the insolvency and as a future going concern, in the context of the providing of gas distribution services for the production of thermal energy in Bucharest. The matter involved a multi-disciplinary team from the Energy, Litigation/Arbitration, Insolvency/Restructuring/Public Law, Corporate departments.

Assisting on the buy-side Engie Romania with respect to the acquisition from Gazprom of the controlling stake in Wirom, a major regional natural gas distributor and supplier in Southern Romania. The project required mastery of complex regulatory aspects and a harsh negotiation of liability clauses.

Assisting Valorem, a large French renewable energy group in relation to the development of a 50 MW project in Dobrogea region (permitting, general energy framework, specific PPA framework, construction related aspects etc.).

The firm is advising Steag on various matters regarding the renewable power project which it holds and operates in Romania. The advice includes complex regulatory and contractual matters related to electricity market trading and generally to the operation of the wind farm. The constant changing regulatory environment in the energy field raises complex legal issues on which we act upon request from Steag.

Specialist lawyers: Lucian Bondoc, Monica Iancu, Cosmin Stavaru, Bogdan Bunrau, Viorel Dinu, Simona Petrisor.



Competition

The law firm is assisting Oltchim (largest chemical producer in Romania), together with White & Case LLP, in challenging at CJCE the EU Commission’s decision arguing that Oltchim has benefitted from illegal state aid in the past exceeding €330 million. The team is assisting on all Romanian law aspects of the case, while supporting on EU state aid as well. Oltchim filed the appeal on August 14. This is the first time a Romanian law firm is involved in such a case, the firm's offer being selected in consideration of both their expertise and knowledge of the sector.

Netcity Telecom/Direct One is the underground optical fibre telecommunication network in Bucharest, an innovative project and one of the largest investments based on a public-private partnership (Netcity concluded a concession agreement with the City Hall of Bucharest for a period of 49 years). The firm's antitrust team has offered legal assistance in connection with the infringement investigation launched by the Competition Council concerning certain commercial practices between Netcity and its customers, allegedly amounting to an abuse of dominance on the part of Netcity. The investigation was one of the most complex ones carried-out by the Competition Council, not only due to the public-private component but also the various authorities involved and the constraints and particularities of the legislative framework. The law firm's antitrust team has been involved in all elements and phases of the investigation, including the submission of responses and clarifications to the questions of the authority, building-up a strong defence case against the unfounded dominance abuse allegations as well as representing Netcity in front of the authority. In 2019, the volume of work in this investigation intensified in an unprecedented manner, as a result of multiple requests and enquiries of the Competition Council and as a result of the communication of the Investigation Report and issuance of the Competition Council’s decision.

Assistance for Dante International (subsidiary of Naspers and owner of eMag platform) in connection with a very complex cross border joint venture project involving extensive documentation and which required competition law advice on a wide array of subjects, such as horizontal and vertical agreements, dominance related aspects, structuring of joint ventures, etc. The project included collaborations with 3 international law firms.

Assistance for Merck, Sharp & Dohme in connection with the selection of wholesalers and the structuring of the commercial policy for its entire portfolio in Romania. The law firm has also assisted MSD on a large spectrum of competition law matters, including aspects related to prices, the relationship with the distributors, dominance related aspects, commercial policies, general terms and conditions of business, discounts, etc.

Regular competition law advice for Sanofi in connection with a wide range of antitrust topics, with particular emphasis on aspects related to commercial policy and discount grids, prices, antitrust aspects related to dominant market power, agency agreements, distribution agreements as well as complex analysis in connection with public tenders. The firm has also assisted Sanofi in connection with the sector enquiry launched by the Romanian Competition Council on the OTC and food supplements’ market.

Specialist lawyers: Lucian Bondoc, Raluca Voinescu, Simona Petrisor.



Real Estate

Assisting AFI Europe group in relation to a due diligence on the validity of the urbanism and construction documentation for an office project.

Assistance for eMag Logistics in connection with the development for securing the largest warehouse in the South-East of Europe, including assistance in connection to negotiation/conclusion of a very complex construction agreement. The law firm has also assisted client with the envisaged sale of this warehouse.

Acting as a think tank support for Clubul Fermierilor. Ensuring the leadership of the thinktank of Clubul Fermierilor (Agricover). Regular assistance on legal issues and legislative developments, including preparing legislative proposals.

Assisted Domeniile Prince Matei (Sarica Niculitel), one of the largest local wine producers, in relation to the acquisition of Zoresti wine business producing one of the most renowned Romanian wines - Prince Matei from the seller Vinarte.

Successful assistance for a private individual in the procedures against the (NCREC-ANRP) National Commission for Real Estate Compensation for granting compensatory measures for a property abusively taken over on the basis of Law 165/2013 on measures to complete the process of restitution, in kind or by equivalent, of properties abusively taken over during the communist regime in Romania. The matter was of particular interest as the legislation in this respect just entered into force last year, no jurisprudence was available and a final and favourable decision was obtained in ;less than a year, which is really a rare thing in such matters (considering that initial restitution process was started in this case more than 25 years ago). Since this was a novel legislative measure, the litigation followed an uncharted course as there was no established practice and various interpretations of the law, and resulted in the client being awarded the full extent of compensatory damages.

Specialist lawyers: Lucian Bondoc, Mihaela Bondoc, Cosmin Stavaru.



Litigation and Dispute Resolution

Successfully represented Rosenbauer AG, the largest European producer of vehicles and devices for in the fire protection industry, in consortium with a Romanian entity, Deltalift, in a challenge of a major public procurement procedure for acquisition of hydraulic platforms by the Romanian State Inspectorate for Emergency Situations, funded with European Union grants. The firm's litigation and public procurement team succeeded to prevail before the court and to overturn a negative result in the administrative-jurisdictional phase of the challenge of the awarding of the contract for the client by the other offeror in the procedure. The result obtained by the team secured the execution of the contract by the client, it being a major victory which confirms the outstanding value of the law firm's team professionalism and expertise in public procurement litigation.

Representing Mr. Ioan Tecar in series of disputes with Fertero limited and its affiliate, owned by the Abris fund, on the payment of the price for purchase of the shares in two businesses involved in paper products industry, developed by Mr. Tecar. The assistance involved counselling on the successful enforcement of the securities executed in favour of the client, on the dispute which arose in the English courts on the share purchase agreement, as well as in several corporate disputes arising once Mr. Tecar became again minority shareholder in the formerly owned companies. This is a complex multi-disciplinary engagement, where combined capacities of several departments of the firm - corporate and M&A, financing and dispute resolution - are involved. The firm's expertise and knowledge of the affair have already led to a first success for the client, who succeeded to enforce the mortgage on a part of the shares corresponding to the price in dispute.

Representing Engie Romania and its affiliate Distrigaz Sud Retele in several insolvency proceedings of the local producers and distributors of thermal energy, first in the insolvencies of ELCEN and RADET, the thermal production and distribution entities in Bucharest, as well as in the insolvency proceedings of the smaller entities of the same kind in the cities of Constanta, Vaslui and Buzau. Apart from the very high direct financial stake, these mandates cover extremely complex legal issues, related to the regulatory aspects on energy and providing of thermal energy as public service, at both central and local governmental level, financial aspects on state subsidies for such activity, the obligation to continue to supply the distribution services in case of reorganization, the relationship with the other suppliers, the potential reorganization by business transfer of the debtor and many more. The assistance includes the representation of the clients in the creditors committee and creditor meetings as well as before the courts, including on several challenges to the measures taken so far by the judicial administrators and the creditors committee and creditors meeting and for the confirmation of the reorganization plan of these entities.

Represented the Romanian division of the pharma multinational Sandoz, in a very large public procurement dispute related to the provision of medicines for two years for the national programmes of oncologic treatments, carried on and financed from the budget of the Ministry of Health. The procurement procedure had been challenged by the former provider of innovative medicines for the same therapeutic indication, who wanted to preserve his contract and the priority in supply beyond the protection period for the innovative medicine. Nevertheless, both the judicial administrative bodies and the court dismissed the former provider challenges and uphold the decision of the contracting authority to organize the purchase of generics, allowing our client to bid for this publicly funded health program.

Representing GlaxoSmithKline’ Romanian branch in a high value fiscal dispute with the fiscal authorities following an extensive and aggressive inspection. The court uphold the company position and granted both the suspension of the enforcement of the additional fiscal liabilities as well as the setting aside on the merits of most of the additional liabilities determined by the fiscal inspection. The fiscal authorities appeal on the suspension has already been dismissed and the proceedings on the merits are awaiting the appeal before the High Court. This large legal victory confirms the firm's abilities in intricate fiscal and administrative litigation, combined with their outstanding expertise in pharma sector.

Specialist lawyers: Lucian Bondoc, Viorel Dinu, Ioana Katona, Simona Petrisor.



PPP Public Procurement

Successfully represented Rosenbauer AG, the largest European producer of vehicles and devices for in the fire protection industry, in consortium with a Romanian entity, Deltalift, in a challenge of a major public procurement procedure for acquisition of hydraulic platforms by the Romanian State Inspectorate for Emergency Situations, funded with European Union grants. The firm's litigation and public procurement team succeeded to prevail before the court and to overturn a negative result in the administrative-jurisdictional phase of the challenge of the awarding of the contract for the client by the other offeror in the procedure. The result obtained by the team secured the execution of the contract by the client, it being a major victory which confirms the outstanding value of the firm's professionalism and expertise in public procurement litigation.

Represented the Romanian division of the pharma multinational Sandoz, in a very large public procurement dispute related to the provision of medicines for two years for the national programmes of oncologic treatments, carried on and financed from the budget of the Ministry of Health. The procurement procedure had been challenged by the former provider of innovative medicines for the same therapeutic indication, who wanted to preserve his contract and the priority in supply beyond the protection period for the innovative medicine. Nevertheless, both the judicial administrative bodies and the court dismissed the former provider challenges and uphold the decision of the contracting authority to organize the purchase of generics, allowing the client to bid for this publicly funded health program.

Representing MBS Group, a major Romanian construction business, in the challenge of a large public procurement procedure regarding the construction of a sports facility in the town of Oradea, NW Romania. The case is very complex, involving numerous law areas on the substance of the case.

Specialist lawyers: Lucian Bondoc, Viorel Dinu, Simona Petrisor, Ioana Katona.



Govnet Next Events