POPOVICI NITU STOICA & ASOCIATII
Tel: 00 40 21 317 79 19
Fax: 00 40 21 317 85 00 / 317 75 05
E-mail: [email protected]
Web: www.pnpartners.ro
Most senior representative: Ernest-Virgil Popovici, Senior Partner; Florian Nitu, Managing Partner
No. of local partners: 16
No. of lawyers: 80
Offices in Romania: Bucharest
Representative clients include: Air France, Ameropa, Auchan, PPC Group, Akzo Nobel, Franklin Templeton & Fondul Proprietatea, SAP, Xella, Orange, UPS.
Partners and heads of practice
Practice Areas: Banking & Finance, Competition & Antitrust, Corporate & Commercial, Energy & Natural Resources, Telecommunications, Media & Technology
Ernest-Virgil Popovici has unparalleled experience in energy projects, with a special focus on renewable and nuclear energy. Ernest-Virgil is also experienced in banking & finance projects, holding the unique background of having consistently practiced in leading international law firms located in Paris and London, before 90's, combined with a double legal education. According to international legal directories, “Ernest- Virgil Popovici is widely acclaimed for his ability to oversee complex matters” and “is considered 'a big hitter' who enjoys an outstanding reputation locally”.
Practice Areas: Corporate & Commercial, International Arbitration, Mergers & Acquisitions, Project Finance/PPP, Concessions & Infrastructure, Public Procurement, Real Estate
As Head of the Firm’s M&A, Real Estate and International Arbitration Practices, Florian Nitu is largely recognized as one of the most experienced commercial lawyers in the market and has been ranked in the past two decades as a leader in his areas of practice by the most reputed market annual surveys, including by Chambers and Partners and Legal500. He is also very experienced in international arbitration, with a special focus on concessions, real estate construction, energy and corporate disputes, having represented clients in front of ICC, VIAC, LCIA, ICCR - The Court of International Commercial Arbitration in Romania. Highly acclaimed Florian has been commended in the international legal directories as "an excellent lawyer" and that he "takes a personal role" in matters.
Practice Area: Corporate Affairs & Compliance
Irena Anca Tudorie is Head of Corporate Affairs & Compliance Group. She covers the full spectrum of corporate compliance and risk management issues. Irena is responsible for the Firm’s operational risk management, corporate affairs advice, as well as regulatory, data privacy and AML compliance.
Practice Areas: Banking & Finance, Capital Markets, Corporate & Commercial, Gambling & Betting, Healthcare & Pharmaceuticals, Intellectual Property, Mergers & Acquisitions, Restructuring & Insolvency, Sports Law, Telecommunications, Media & Technology, Transports & Logistics
Bogdan C. Stoica is Head of the Healthcare and Pharmaceuticals Practice and Co-Head of Mergers & Acquisitions and Banking & Finance Practices. He has wide experience in advising both public and private companies, private equity funds and strategic investors, in relation to privatizations and mergers & acquisitions, healthcare & pharmaceuticals, IT & Telecom and agribusiness. Bogdan is also experienced in banking & finance, acting for corporations, banks and non-banking financial institutions on a broad range of lending, investment and credit instruments activities. International legal directories recognized Bogdan for his “impressive ability to find solutions”, “excellent practice and market knowledge” and for “diligence, expertise and solution-oriented-approach”.
Practice Areas: Corporate & Commercial, Employment & Pensions, Energy & Natural Resources, Insurance.
Vlad Neacsu is Co-Head of Energy & Natural Resources, also leading the Insurance and Employment & Pensions Practices. Vlad has broad experience on energy and natural resources matters, being involved in a wide range of projects, including mergers, acquisitions and privatizations in the energy field, development of wind farms, photovoltaic, nuclear and hydro power projects. International legal directories recognized Vlad Neacsu for “his knowledge and reliable advice” and for the “proactive approach combined with excellent resources”.
Practice Areas: Corporate & Commercial, Project Finance/PPP, Concessions & Infrastructure, Real Estate
Valentin Creata is Co-Head of the Real Estate Practice, leading the Real Estate Development Group. He is advising high-profile real estate investors and developers in relation to the acquisition, construction and/or operation of the largest shopping centers and residential projects. Valentin represents clients on a wide range of corporate governance cases and complex commercial matters. Valentin has been commended in Chambers Europe as "a very good real estate lawyer," and has been recognised for his "real estate experience, creativity and negotiation skills."
Practice Areas: Competition & Antitrust, Healthcare & Pharmaceutical, Mergers & Acquisitions, Telecommunications, Media & Technology
Silviu Stoica is a partner with an extensive M&A, corporate, commercial and TMT experience. He advises the most active investments funds in Romania, such as Oresa and Morphosis Capital, but also US corporations such as Lincoln Electric and Ferro, on M&A deals. Silviu is also regularly advising IT and telecom companies, such as GTS Telecom, NTT Data or Yandex. Silviu has been commended in Chambers Europe as impressing clients “with his deep knowledge of the Romanian business environment”, “very client-oriented” and “focused on solutions”.
Practice Areas: Corporate & Commercial, Litigation, Public Procurement, Restructuring & Insolvency, Telecommunications, Media & Technology
Ciprian Dontu is Head of the Litigation and Restructuring & Insolvency Practices. He represents both in court and arbitration proceedings multinational companies, financial institutions and entrepreneurs. Ciprian has extensive expertise in corporate governance, competition and debt recovery disputes. Ciprian is also representing international investors in relation to all aspects of restructuring and insolvency, including both transactional and litigation matters. According to international legal directories, Ciprian “leaves an excellent impression, in terms of both professionalism and approach to client service” and has been commended for being “well organized and for preparing documentation under a tight deadline”.
Practice Areas: Capital Markets, White Collar Compliance & Defense
Alexandru Ambrozie is leading the White-Collar Compliance and Defense Groups. His in-depth understanding of fiscal, public procurement, EU funds and other regulatory practices enables Alexandru to also lead the defense on numerous white-collar criminal investigations, representing clients in regulatory and criminal investigations carried out by various prosecution and administrative authorities. Alexandru has been recognized by international legal directories for being “fully comprehensive and responsible in his decision-making” and for his “excellent service both in terms of industry knowledge and responsiveness”. Another source says: “When he is on an operation, I feel relaxed. I can rely on him blindly, he's clear, explanatory and I recommend him.”
Practice Areas: Intellectual Property, Litigation, Public Procurement, Real Estate, Restructuring & Insolvency
Ilinca is reputed for her wide-ranging litigation expertise with a special emphasis on civil and commercial disputes, competition, public procurement and shipping litigation. She has extensive experience in various types of conciliation, mediation and arbitration proceedings, advising/representing clients in front of Romanian and International Courts of Arbitration under the rules of ICC Paris, ICSID, The Court of International Commercial Arbitration from Romania etc. Ilinca has been recognized by international legal directories as “an outstanding claim manager”.
Practice Areas: Competition & Antitrust, Data Privacy, Litigation
Mihaela Ion is experienced in antitrust, unfair competition and trade regulations, including in consumer law, merger control proceedings and state aid. She also assists clients in structuring and implementing compliance programmes, providing regular training as external legal counsel on all relevant aspects of competition law. Mihaela is also involved in counselling IT and telecom companies. Mihaela acts for clients in contentious investigations and appeals. Sources highlight her determination, with one reporting: "She fights for the clients she represents and clients like her approach".
Practice Areas: Corporate & Commercial, Energy & Natural Resources, International Arbitration, Mergers & Acquisitions, Real Estate
Raluca has been involved in arbitration proceedings before international and domestic courts of arbitration under various rules of arbitration (ICC, ICSID and the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania) as well as in complex court proceedings concerning commercial, construction, corporate, energy, privatisation and real estate disputes. Raluca’s expertise also includes real estate acquisition and development, advising some of the largest retailers in relation to the expansion of their network in Romania, as well as on their trading and consumer compliance related issues. She has also participated in various M&A projects and is skilled in negotiation, drafting and advice on commercial contracts, both domestic and international.
Practice Areas: Corporate & Commercial, Real Estate
Ioana has extensive experience in real estate, advising on asset acquisitions, concessions, construction and operation, leases and mortgages, real estate joint ventures, forward purchase schemes and leveraging of estates. Ioana is advising the largest real estate investors in Romania on the acquisition and/or development of the majority of the high profile projects.
Practice Areas: Corporate & Commercial, Mergers & Acquisitions, Real Estate
Irina Ivanciu has extensive experience in M&A, real estate development and acquisition, as well as corporate & commercial matters, advising some of the largest French companies in relation to the expansion of their network in Romania.
Practice Areas: Litigation, Real Estate, Public Procurement, Competition & Antitrust, Corporate & Commercial
Camelia's practice is centered on dispute resolution, with special focus on real estate construction and infrastructure litigation. She is a specialist in contentious public procurement matters advising and representing bidders' interests within all stages of public contracts' award and implementation. She is also covering a wide range of FDI, antitrust and competition matters within administrative and judicial proceedings. Camelia has broad experience in general corporate and commercial matters.
Practice Area: Tax
Raluca provides structuring and transactional direct and indirect tax advice on the full range of corporate activities, including tax structuring and efficiency projects, M&A, joint ventures, transaction tax advisory, tax due diligences and reviews, for clients acting in various industries. Raluca is specialised in VAT. She has been involved in several EU Accession projects and has served as a trainer for EU accession and VAT Package 2010 seminars. Specific VAT projects also include VAT advisory, optimization solutions for chain transactions, tax reviews and due diligences, representation of the clients before the Romanian tax authorities and customized VAT trainings.
List of the most representative projects
Advised PPC Retele Electrice Muntenia (former E-Distributie Muntenia) on the merger by absorption with PPC Retele Electrice Banat (former E-Distributie Banat) and PPC Retele Electrice Dobrogea (former E-Distributie Dobrogea) in the largest merger ever of electricity grid infrastructure and distribution business, to create a €1 billion plus electricity distribution champion.
Advised Promat Comimpex, a company controlled by Ameropa Group in a joint venture with entrepreneurs Cristian Moldovan and Dan Corbut, on the acquisition of a 70% share stake in the agribusiness company Agrotex, one of the strongest distributors of agri inputs and outputs in the northern part of Romania, with a rapid growth year on year and a turnover of more than €150 million in recent years.
Advised the owners of TehnoWorld, a provider in water infrastructure and utilities conveyance solutions for gas, telecom and electricity applications, on its sale to Romcim, a CRH company.
Advised Winners Sports Architects, the owner and developer of Sports Festival - one of the largest mass sports events in Romania and in CEE, and of Transylvania Open – the 2022 and 2023 most admired 250 WTA tennis tournament worldwide, on the acquisition of a WTA Tournament Class Membership from Associazione Sportiva Dilettantistica Country Time Club.
Advised Societe Generale group on the sale to Banca Transilvania Group of BRD Pensions, a company operating in the field
of mandatory (Pillar II) and voluntary (Pillar III) private pensions.
Specialist lawyers: Florian Nitu, Bogdan C. Stoica, Silviu Stoica, Mihaela Ion, Raluca Rusu, Laura Ambrozie, Vlad Ambrozie, Ela Marin, Adrian Nica, Ana Maria Popa, Claudia Salomia, Roxana Chiscop, Diana Dobra, Ioana Lazar.
Banking
Advised Ameropa Group, leading Swiss grain and fertilizer trader, on the successful €542 million refinancing of its main Revolving Credit Facility in Romania.
Advised Banque Banorient France - Romania Branch on a new €22 million real estate financing granted to a strategic real estate developer for refinancing of outstanding banking facilities availed by third party banks and assisting in their working capital needs and reimbursement of shareholders' loans.
Advising a major energy distributor and its Romanian subsidiaries in relation to contracting several credit facilities, amounting to more than €500 million.
Advised Paval Holding on two credit facilities in a maximum amount of €53.7 million from Raiffeisen Bank in relation with the acquisition of U Center 1 - the first phase of the U Center office project in Bucharest.
Advising a Belgian private financier on the granting and securing a €14 million financing to one of the main port operators in Midia and Constanta Harbours in view of developing further infrastructure facilities.
Specialist lawyers: Bogdan C. Stoica, Alexandru Ambrozie, Alexandra Niculae, Claudia Salomia, Ioana Lazar, Andra Vieriu, Crina Stan.
Energy and Natural Resources
Advising the owners of Interagro Development, a local energy player, on the full divestiture from a 165 MW photovoltaic project around Cluj Napoca in a private competitive international exit process.
Advising PPC Renewables (former Enel Green Power) on the extension of its largest wind power farm in Romania, the ZEPHIR project, involving an investment budget in excess of €200 million.
Advising Fondul Proprietatea in numerous litigation initiated against the Romanian State's and ANRE's decisions to re-establish the regulated market for the energy supplied to household consumers. The firm also assist Fondul Proprietatea with their requests to the European Commission to intervene on this matter.
Advised DEER (the distribution company part of the vertically integrated undertaking/VIU Electrica, one of the main players in Romania as far as the generation, distribution and supply segments are concerned) engaged us to perform a thorough legal review of the unbundling rules proposed by the company’s shareholders.
Advised Axpo Solutions AG, part of the Swiss based energy giant Axpo Group, on (i) the conclusion of a long-term financial power purchase agreement (PPA) for an onshore windfarm with Macquarie; and (ii) the interpretation of various legal provision in the legal framework dealing with compensation schemes for gas and power consumers including, without limitation, on the limits of dealing with the suppliers and clients in bilateral contracts as well as on applying for compensations.
Specialist lawyers: Florian Nitu, Bogdan C. Stoica, Vlad Neacsu, Ciprian Dontu, Mihaela Ion, Irina Ivanciu, Raluca Rusu, Justin Anghel, Ioana Cazacu, Luana Dragomirescu, Ela Marin, Ana-Maria Popa, Claudia Salomia, Diana Dobra, Ioana Lazar, Bianca Tarascu, Crina Stan.
Competition
Advising Hewlett Packard in connection with a Competition Council investigation into alleged abuse of dominance.
Advising Albalact, Covalact and Dorna Lactate (Lactalis companies), one of the top Romanian dairy producers, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU on the butter market.
Advised Dekagro, an international producer of organic fertilizers and biostimulants, in setting up its Romanian distribution system. The process required, amongst others, pre-analysis of the market conditions and requirements, identifying the best type of distribution system for the company, drafting the standard documents and internal policies.
Assissted Mark Twain in the merger control authorization in front of the Competition Council by which Morphosis Capital Fund II, a growth capital fund, together with Vybros Capital Partners, a Belgian family funded permanent capital fund, as a co-investor acquired joint control, together with the founders, over Mark Twain International School (IS), the first private education institution in Romania with a dual curriculum.
Advising Kontron Services, one of the top Romanian IT companies, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU in the context of a bid-rigging.
Specialist lawyers: Mihaela Ion, Camelia Patrascu, Laura Ambrozie, Vanessa Nistor, Mihaela Vrabie.
Real Estate
Advised AFI Europe, one of the leading real estate development, management and investment companies, operating in Central and Eastern Europe, on the acquisition of Bucharest Financial Plaza office building, known as "Bancorex" building, one of the most iconic office building projects in Bucharest and an architectural symbol, from Austrian real estate investment fund Immofinanz.
Advised Dedeman on the corporate restructuring and acquisition of the retail project (Cora gallery) owned by Studium Green (Cluj-Napoca Estate) in Cluj-Napoca, on the land of the University of Agricultural Sciences and Veterinary Medicine of Cluj-Napoca.
Advised Redport Group, as established legal counsel, on (i) the corporate restructuring process of Redport Group, (ii) the development of the residential project Level 3 and (iii) the development of the urban restructuring and residential project Infinity Nord.
Advised Warehouses de Pauw Romania (WDP) on (i) a new sale-and-leaseback acquisition of the factory of Federal-Mogul Friction Products Ploiesti (Tenneco Group), in Prahova County, (ii) the new acquisitions of two industrial projects in Romania and (iii) the merger with WDP of the three newly acquired projects from Globalworth and Global Vision.
Advised the Romanian subsidiaries of PPC Group (former Enel Group) for energy distribution – PPC Retele Electrice Muntenia (former Enel Distributie Muntenia), PPC Retele Electrice Banat (former Enel Distributie Banat), PPC Retele Electrice Dobrogea (former Enel Distributie Dobrogea) in connection with extensive real estate due diligence of office, commercial buildings, as well as land portfolio, extensive real estate due diligence of industrial portfolio, including electricity distribution network.
Specialist lawyers: Florian Nitu, Valentin Creata, Silviu Stoica, Mihaela Ion, Ioana Sampek, Irina Ivanciu, Raluca Rusu, Ela Marin, Ioana Nastase, Adrian Nica, Ana Maria Popa, Veronica Culcea, Diana Dobra, Ileana Radu Cernat, Ruxandra Pasarica, Bogdan Pirvu, Diana Toma.
Litigation and Dispute Resolution
The team obtained a decision in favour of Auchan Romania by which the Bucharest Court of Appeal annulled multimillion tax obligation imposed by the tax authorities.
Advising Brisk Group Consulting & Development, a leading Romanian construction consulting company offering project, cost and construction management services, in a dozen complex litigation files against Forty Management Group companies.
Advising Clara Petroleum Ltd, an UK based company in the field of development and exploitation of hydrocarbon resources, in an ICSID investment arbitration against Romania filed on the basis of the Energy Charter Treaty.
Advising Strabag AG (one of the largest and most prominent construction companies in Europe) as respondent in arbitral proceedings under the ICC Rules initiated by the beneficiary concerning the “Road Rehabilitation VI Project, EIB Loan, Design and Built of DN 19 Oradea-Bihor/Satu Mare County Limit”, under the Conditions of Contract for Plant and Design-Build for electrical and mechanical plant, and for building and engineering works designed by the Contractor (FIDIC Yellow, 1999).
Successfully assisted Simona Halep - the former World Number One WTA tennis player and longstanding client - in an historic win before the Court of Arbitration for Sport (TAS/CAS), in a landmark case that made global news headlines in the past year.
Specialist lawyers: Florian Nitu, Bogdan C. Stoica, Ciprian Dontu, Raluca Petrescu, Camelia Patrascu, Bianca Chiurtu, Catinca Mihalcea, Razvan Popa, Alexandru Stan.
Tax
IBFD (International Bureau of Fiscal Documentation) invited the law firm to be the contributors for Romania for Corporate Taxation and Individual Taxation sections of the Country Guides, VAT TNS, DAC6.
Assisted Romanian Professional Tennis Player Simona Halep on all her tax matters.
Assisted Allianz Global Investors (comprises investment funds with investments in several countries, including Romania) in connection with a multiple-country project carried out based on European Court of Justice jurisprudence related to the discrimination of investment funds in order to identify cases where discrimination took place and, by way of consequence, identify related withholding tax recovery opportunities.
Assisted Azomures in various complex projects, such as: (i) assessment on the applicability of the VAT reduced rate for certain transactions; (ii) structuring of a commercial dispute and connected fiscal implications; and (iii) EU assignment of personnel and related tax implications.
Tax assistance for Impuls Leasing Romania IFN in connection with complex matters such as: (i) review of the applied procedures in connection to reclaimed vehicles to assess compliance with tax regulations; (ii) analysis and structuring of their supply chains for the acquisition of vehicles from various jurisdictions, for leasing/financing purposes, navigating various types of transactions: chain supplies under various Incoterms conditions, transactions subject to different assessments under the national legislations of the involved jurisdictions, incomplete deliveries and remedy mechanisms; (iii) new collaboration structures with various dealers in order to expand business; (iv) assistance regarding EU assignments of personnel, as well as connected income tax and social charges implications.
Specialist lawyers: Raluca Rusu, Ioana Nastase, Ileana Radu Cernat.
PPP Public Procurement
Successfully advised Kontron Services Romania on the appeal procedure against the decision of two contracting authorities to exclude Kontron from public procurement procedures due to a sanction imposed to it by the Competition Council. Both appeals have been admitted, the contracts being awarded to their client.
Advising Medist Group, one of the largest Romanian distributors of MRI and CT, as well as medical laboratory equipment, in connection with challenging the award documentation or result of more than 30 public procurement procedures.
Advising Medtronic, a leading American company specialized in medical technology, services and solutions, in connection with several public procurement procedures.
Advising New Kopel Group on their participation to multiple public procurement tenders for the award of contracts financed by the NRRP.
Advising Concrete & Design Solutions, one of the most experienced project designers on the Romanian market, on the implementation of multiple public procurement contracts.
Specialist lawyers: Florian Nitu, Vlad Neacsu, Camelia Patrascu, Adrian Nica, Ramona Pentilescu, Andreea Asavei, Maria Dima, Diana Dobra, Mihaela Paraschiv.
White Collar Crime
Successfully advised a listed investment fund in a criminal investigation, which involved allegations of market manipulation, organized crime, and false financial reporting.
Successfully advised an Austrian oil & gas engineering company in a criminal investigation into tax evasion and the applicability of tax exemptions in relation to engineering construction works.
Advising an UK-based IT group in a criminal investigation conducted by the European Prosecutor’s Office for various alleged offenses against the financial interests of the European Union.
Advising a Dutch logistics owner in a criminal investigation related to the development of a logistics park.
Advising a port operator in a criminal investigation related to the death of several employees in a work accident.
Specialist lawyers: Alexandru Ambrozie, Ana Stoenescu, Liviu Gabor, Valentin Creata, Ilinca Stefanescu- Goanga, Raluca Rusu, Ioana Nastase, Ileana Radu-Cernat.
Employment
Advised Orange France in connection with the employment law aspects of the merger between Orange Romania and Telekom (currently Orange Romania Communications).
Advised “Lycee Francais Anna de Noailles” Foundation set up by the French Embassy in Bucharest (running the French Highschool in Bucharest) throughout the complex legal process of collective negotiations for the conclusion of a collective labour agreement at the level of the teaching institution, in a process which required the integration of various employees’ rights that are specific to French law on public education into the bundle of collective rights subject to the Romanian law that applies to the employment contracts concluded by the Foundation in Romania.
Advised Schlumberger Romania in connection with several employment litigation files having as subject matter alleged unpaid salary rights.
Advised Bunge Romania in connection with two litigation files having as subject matter the cancellation of disciplinary dismissal decisions.
Advised Vibrantz Technologies in connection with the implementation of a collective redundancies procedure affecting various categories of plant employees.
Specialist lawyers: Vlad Neacsu, Ioana Cazacu, Andreea Asavei, Bianca Tarascu.