WOLF THEISS SOCIETATE CIVILA DE AVOCATI

Address: 4 Vasile Alecsandri Street, The Landmark, Building A, 4th Floor, 1st District, Bucharest, RO-010639, Romania
Tel: +40 21 308 81 00
Fax: +40 21 308 81 25
E-mail: [email protected]
Web: www.wolftheiss.com
Most senior representative: Bryan Jardine, Managing Partner
No. of local partners: 9
No. of lawyers: 48
Offices in Romania: Bucharest
Representative clients include: Afi Group, Accel-Kkr, Mideuropa Partners, Commerzbank, Erste Group Bank & Banca Comerciala Romana, Goldman Sachs, Google, Oracle Romania, Promontoria (CERBERUS Global Investments), Societatea Nationala Nuclearelectrica, Vodafone.

Partners and heads of practice

Maria Maxim, Partner

Maria is the coordinator of the TMT and Data protection practice in Romania. During her legal career of nearly 20 years, Maria has implemented numerous data privacy, anti-trust and compliance programs for major companies and has conducted a number of trainings programmes in her areas of expertise. She has extensive knowledge of the telecom industry, as, for 18 years, Maria was in-house legal counsel of a major telecom company in Romania. She was also senior manager, FIDS inside one of the “Big Four” accounting firms in Romania. Maria holds a law degree from the Faculty of Law of the University of Bucharest and a Master’s degree in business law from Titu Maiorescu University, Bucharest. She graduated the EMBA at Maastricht School of Management, and is currently enrolled in the Ph.D. programme in civil law at the University of Bucharest - Faculty of Law. She is a member of the Bucharest Bar.

BRYAN WILSON JARDINE, Managing Partner

Bryan Wilson Jardine has been the Managing Partner of the Bucharest Office since 2005, at which time he assisted in establishing the the firm's local presence. A California-admitted attorney and a registered foreign lawyer with the Bucharest Bar Association, Mr. Jardine has lived and worked in Romania since 1996. Over his legal career which spans more than two decades, he has provided legal advice on corporate M&A, energy law, regulatory and public procurement, dispute resolution and real estate to a number of high profile clients active in numerous business sectors in the CEE/SEE region.

ILEANA GLODEANU, Partner

Ileana Glodeanu is a Partner with Wolf Theiss and is one of the lawyers who worked to build up the Bucharest office from its inception in 2005, when she joined as a senior associate. A talented and highly competent Corporate/M&A lawyer who enjoys positive name recognition, Ileana is extremely active and has advised on many major transactions concluded in the past years in Romania. Ileana maintains a high profile as a leading expert with a particular focus on energy, TMT and pharma. She also excels in employment and insolvency restructurings. Ileana is a member of the Bucharest Bar Association and holds two LL.Ms degrees in Private and Commercial Law.

LIGIA CECILIA POPESCU, Partner

Ligia Cecilia Popescu is a Partner in the Bucharest office of Wolf Theiss. She started her career as a diplomat in the Legal and Treaties Division of the Romanian Ministry of Foreign Affairs and she is a member of the Bucharest Bar since 1994. In 2013 she became a member of the Ilfov Bar and a member of the Discipline Commission of this Bar. Ligia has significant Romanian and international expertise gained by working as a private practice lawyer in Romania and in the UK. Currently leading the Dispute Resolution team of the Wolf Theiss Bucharest office she also has extensive expertise in procurement, competition, M&A and European Law. Ligia has successfully advised multinationals and investment funds in complex litigation and arbitration cases in a variety of industries including without limitation: construction and design, retail, automotive, aviation, foodstuff, financial services etc. Her cases relate to numerous areas of law such as: competition, public procurement, cross-border insolvency, employment, IP, debt recovery, investment disputes under bilateral investment treaties as well as in applications to the European Court of Human Rights in property dispute against the Romanian State.

CLAUDIA CHIPER, Partner

Claudia Chiper has been with Wolf Theiss since early 2008 and specializes in banking, finance, and capital markets. Claudia heads the Bucharest office's banking and finance practice. She has extensive experience in advising international and domestic credit institutions, financial companies, and corporations in relation to financing transactions, regulatory aspects of Romanian law, and capital markets law. In addition to a Romanian law degree, Claudia holds an LLM degree from Queen Mary University of London.

List of the most representative projects

Corporate and M&A

Acted as legal counsel to Promontoria Holding 252 B.V., a joint venture between funds managed by Cerberus Capital Management and Revetas Capital in the share sale of The Landmark, a 23,700 GLA premium office complex located in Bucharest’s Central Business District. The law firm provided legal advice to the seller on the negotiation and signing of the sale and purchase agreement and the ancillary transactional documentation in connection with the transfer of 100% target shares, closing of the existing financing and preparation of all completion formalities and ultimately to the successful sale of The Landmark buildings. The law firm also undertook the structuring of the transaction, finding innovative solutions in a complex context.

Advised the shareholders of DRIM Daniel FMCG, a Romanian family business operating in the field of distribution, in relation to the sale of their majority stake in the business to Polish retail company, Zabka, part of Luxembourg-based CVC Capital Partners, one of the ten largest private equity firms in the world. The sale of the majority stake in the distribution company was part of a more complex transaction structure that included the setting-up of a joint-venture where the parties would work together in developing the existing FMCG distribution as well as the newly incorporated retail business, both under the umbrella of a new Romanian holding company.

Advised SOL Group, an Italian multinational group operating in the technical, industrial and medicinal gases sector for more than 90 years, through its Italian subsidiary, Airsol, on the acquisition of a majority stake (70%) in the share capital of Medair Oxygen Solution, a Romanian company acting in the field of retail and lease of medical devices for breathing disorders. The team was involved in all stages of the acquisition (due diligence, FDI approval and negotiation of the transaction documents). The remaining minority shareholder retained the management of the company, so the team assisted in the drafting, negotiation and signing of the share purchase agreement and of the ancillary agreements regulating the relation between the parties going forward, for the entire duration of the joint venture. This is a landmark transaction for SOL Group, as through this acquisition, the group enters the Romanian market, as part of its growth process across Europe, affirming itself as a dynamic group among homecare leaders. Through this transaction the Italian group will bring to the Romanian market its knowhow and capabilities in order to improve the services and products in the healthcare sector.

Assisted Dukes Education, a family of nurseries, schools, and colleges in the UK, with respect to the acquisition of the majority participation in the group companies operating Verita School. The transaction is of specific significance given the complexities related to private schools operation and authorisation in Romania. Also, the transaction involved a complex group cross-border structure and was designed to also cover future development of the school. Their team assisted Dukes Education from the very early stages of the transaction until the successful execution of the transaction documentation. This transaction is one of the very few transactions currently done in Romania in the private education sector.

Assisted Symfonia in its successful acquisition of Softeh Plus, a Romanian company specialized in ERP software solutions for healthcare businesses, as well as the major technology enabler for many Romanian private medical services providers and largest pharmacy networks. Through this acquisition, Symfonia enters the Romanian market and makes a first strategic step in its journey of becoming a regional leader in ERP for Small and Medium Business in CEE by organic growth and M&A add-ons. The deal raised many complexities such as understanding the very complex and diverse business of the target company, as well as helping the client to navigate its first acquisition in Romanian and dealing with local entrepreneurs doing their first M&A transaction. Name of the client: Accel-KKR, MidEuropa Partners, Symfonia. 

Specialist lawyers: Ileana Glodeanu, Bryan Jardine, Claudia Chiper, Roxana Roman, Anca Jurcovan, Mihai Coada, George Ghitu, Flavius Florea, Dana Toma, Andreea Carare, Alexandru Asaftei, Vladimir Plugarescu, Andreea Tudorache, Nina Lazar, Ruxandra Nitu, Catalin Sabau, Maria Popescu, Ana-Maria Mustatea, Ioana Iacob, Vlad Catana, Marius Moldoveanu.



Banking

Advising AFI Park 1, AFI Park 2, AFI Park Building 3 and AFI Park Offices 4&5, acting as borrowers, in relation to €100 million financing (under a LMA Real Estate Financing standard law documentation, considering the 5 office buildings held by the borrowers in Bucharest - Cotroceni) to be granted by Erste Group Bank and Banca Comerciala Romana for the main purpose of full repayment of intragroup debt and repayment of bond issue at parent level. This deal is innovative because of the intricate relationship of the office buildings and the shopping mall as well as the mechanism of upstreaming funds and repayment of the existing bonds. Structuring such a large financing package requires careful consideration of various legal, financial, and regulatory factors. Managing the financing of high-value assets like office buildings involves assessing risks related to property valuation, market trends, and tenant agreements. The deal involving AFI Park entities, Erste Group Bank, and Banca Comerciala Romana is both innovative and challenging due to its complex financing structure, specialized real estate focus, multifaceted purpose, high-value assets, and coordination with multiple parties.

Acted as legal advisor to CVI Dom Maklerski sp. Z o.o., a Polish private debt fund, in structuring, negotiating and executing the documentation related to the issuance of corporate bonds worth €8 million by IMPACT Developer & Contractor. CVI, the regional leader in the SME private debt market in Poland and Central and Eastern Europe, has fully subscribed the bonds of the leading developer in Romania IMPACT. This deal is relevant as the funds obtained are intended to finance the expenses prior to the development/planning and construction of the Issuer, as well as for the working capital needs of the Issuer. The issuance of corporate bonds worth €8 million by IMPACT Developer &  Contractor, a leading developer in Romania, involves a cross-border investment from CVI Dom Maklerski sp. Z o.o., a Polish private debt fund. Managing legal and regulatory requirements across different jurisdictions adds complexity to the transaction. The team  provided legal advisory services to CVI in  structuring, negotiating, and executing the documentation related to the issuance of the bonds. This involves navigating complex legal frameworks and ensuring compliance with regulatory requirements in both Poland and Romania.

Advised Erste and BCR in relation to their transfer of exposures in relation to 25 shopping parks managed by Mitiska Reim group as a result of the change of control triggered by the sale of the shopping parks to M Core. The transaction marks M Core's launch on the Romanian market in its largest deal to date — an investment nearing €219 million. Following the deal, M Core purchased a 132,000 sqm retail portfolio from Mitiska REIM positioning itself as the largest property owner in the Romanian retail park market. The team advised the lenders in relation to all the changes related to the shareholders, the subordinated debt, the due diligence in relation to the new owner as well as insurance and title insurance aspects. The transaction implied the restructuring of the existing documentation in order to adjust it to the new structure and negotiation with both Mitiska lawyers and M Core lawyers to agree upon such revised documentation.

Provided legal assistance to ERSTE Group Bank AG in its capacity as lender of a €19 million loan granted to Belgian investment fund Mitiska REIM, for the purpose of developing the S7 retail park in Pitesti. The law firm offered comprehensive legal advice concerning both the intricate financing structure and the real estate matters
associated with the title over the land. Their guidance ensured a robust framework for the financial arrangements and addressed all pertinent legal issues related to land ownership, securing the necessary legal certainty for the project's development.

Assisted Solas and Resalta in structuring a private place issue of corporate bonds. Resalta is a leading provider of energy services (ESCO) in the region helping countless companies and public institutions lower their energy costs, improve their energy efficiency and reduce their carbon footprints. Solas is an equity investment fund set up for the purposes of using funds made available by the European Investment Bank for the purposes of financing energy efficiency and small renewable projects. The law firm is proud to have assisted on the first financing of Solas in Romania and the growth of Resalta on the Romanian market by structuring the financing transaction and advising the parties on the legal and tax framework in Romania. This transaction has been intricate due to the ESCO financing modelling which concentrates on energy savings as well as the requirements of the fund. Their advice further focused on permissions and licensing matters, and bankruptcy provisions in Romania.

Specialist lawyers: Claudia Chiper, Roxana Roman, Dana Toma, Cornelia Postelnicu, Adina Aurel, Iuliana Stoicescu, Alexandru Asaftei, Smaranda Vacaru, Iulia Curca, Catalin Sabau, Ana Florea.



Energy and Natural Resources

Legal advice to Societatea Nationala Nuclearelectrica, a state-owned Romanian nuclear energy company regarding various matters, including regulatory advice in nuclear energy, foreign direct investment and corporate matters, IP matters, project financing and procedure to attract new investors in a SMR capacity installed in Romania, selection procedure for new investors that are required for the financing of the rehabilitation works and commissioning of reactors 3 and 4 of the Cernavoda Nuclear Power Plant and for the SMR technology, advising on the EPC agreement clauses regarding the retubing, refurbishment and infrastructure works for reactor 1 of the Cernavoda Nuclear Power Plant.

Acted as legal advisor to DRI BV, a growing investor and operator in renewable energy in Romania and the EU, in relation to the finalisation of the staggered share deal acquisition of a Romanian company that developed 49.38 MW installed capacity photovoltaic power plant located in Mures county, finalisation of the development, construction process and financing process and legal assistance with the final payment milestone negociated by the parties.

Advised ADNOC, one of the largest oil and gas companies in the world, on its acquisition of a 24.9% shareholding in the Austria-based energy and chemicals group OMV AG, from Mubadala Investment Company. The team' legal advice included Austrian law matters, including M&A, merger control and FDI. The acquired stake was worth about €3.9 billion. The law firm works in an integrated team alongside ADNOC's international counsels Shearman & Sterling and Gibson Dunn Crutcher. Through this transaction ADNOC increased its shareholdings in both Borealis and Borouge, bolstering its footprint in the chemicals sector,  enabling synergies and unlocking significant growth opportunities across its broader chemicals portfolio, in particular at Borouge.

The energy team assisted DRI BV, a growing investor and operator in the renewable energy sector in Romania and the EU, on the finalisation of the acquisition of a 60 MW installed capacity wind power plant located in Ruginoasa village, Iasi county included complex due diligence, the drafting and negotiating of the share purchase agreement, other closing transactional documentation for the implementation of the project. The project involved accessing an €55 million senior facility from Kommunalkredit Austria AG. The law firm’ Banking & Finance team advised DTEK Renewables International BV on legal matters concerning the credit facility agreement and the other related finance documents concluded by the borrower and other security providers with Kommunalkredit Austria AG, one of the first wind farm financings in Romania to be provided based on merchant power pricing. The project will help supply many households with sustainable and clean energy and the team is proud to have contributed to it as part of its own sustainability policyenergy team provided comprehensive legal support to DRI BV, a prominent and expanding investor and operator in the renewable energy sector, active in Romania and across the European Union. The assistance was rendered in connection with the acquisition of shares in a Romanian company that had developed a second cutting-edge photovoltaic (PV) project with an installed capacity of 50 MW, strategically located in Mures county.

The legal services provided were multifaceted and innovative, encompassing: due diligence and transaction support, transactional work where the legal team drafted and negotiated a sophisticated share purchase agreement. This document incorporated innovative clauses to address specific risks identified during the development process, including provisions for future regulatory changes and performance guarantees.

Specialist lawyers: Bryan Jardine, Ileana Glodeanu, Claudia Chiper, Andreea Zvac, Adina Aurel, Dana Toma, Vladimir Plugarescu, Sorin Dumitru, Alexandru Asaftei, Iulia Curca, Catalin Sabau, Andrei Turcu, Vlad Catana, Elena Dragan, Marius Moldoveanu, Ana Florea, Maria Popescu.



Real Estate

Assisted Genesis College on drafting, negotiating and closing of the lease agreement for the Client's new premises, as tenant, with OMV Petrom, as lessor. The new "Genesis College" building in Coralilor Street will have a surface area of 10,000 sqm and will be able to accommodate up to 1000 students. The new building will have plenty of natural light, ventilation and air purification systems, indoor gardens, relaxation areas, cafeteria for students and teachers, laboratories, sports areas and interconnected workspaces. With a history of over 25 years, Genesis College founded by Romanian entrepreneur Ioana Necula expanded its educational space by renting a 9-storey building from OMV Petrom in the north of the capital.

Assisted Sopsa Eco Innovation, a Portuguese environmental services company, on the lease agreement concluded for premises covering 6,400 sqm in Eli Park 4, outside Bucharest. This was one of the biggest industrial leases concluded on the Romanian market last year and marked their client's entering the Romanian market.

Advised one of the largest suppliers of cement, aggregates and concrete for the construction sector in Romania, on various real estate matters related to a wind farm project that directly supplies its cement factory in Medgidia, including superficies and land sale purchase agreements. Further Real Estate and Regulatory (gas & energy) advisory services.

Assisted an international tyre manufacturer on the most significant greenfield project in the last years involving the relocation of its production facility from Russia to Romania. This will be a significant investment of approx. €650 million and creating more than 500 jobs. They have assisted the client with wide legal services regarding their investment in Romania, covering all stages from the land acquisition process (complex land due diligence for both the land purchased and the land taken into concession from the local authorities, transaction assistance: pre-sale purchase agreement, sale purchase agreement, concession agreement with Oradea Municipality, complex advice on fulfilment of the conditions precedent among which the relocation of a cable connecting the solar plant belonging to a neighbour to the national grid in order to accommodate the client's construction project), to the planning and construction contracts and support with the building permitting process. The team offered extensive legal advice also in other practice areas such as employment, GDPR, corporate (i.e., company set up in Romania and various share capital increases). 

Assisted the client, a global group of companies in the automotive supplier industry, specializing in automotive interiors, on their exit from the Romanian market and on the sale of the real estate properties held by the client in Romania, including negotiating the LOI, the pre-sale purchase and sale purchase agreement, as well as advising on the legal pre-emption procedure.

Specialist lawyers: Roxana Roman, Dana Toma, Andreea Carare, Antonia Nica, Ana-Maria Mustatea.



White Collar Crime

Advising and assisting a leading global logistics group on white collar crime, related investigations and asset recovery angles, together with remedial actions and other compliance angles concerning subsidiaries in the CEE region. The team has helped the client in successfully designing and implementing steps to safeguard the group from several material risks in several jurisdictions, including through tailored and cross-border white collar crime assistance and by tracing related assets and proceeds.

Advising and assisting a leading global infrastructure, engineering, and technology group with an internal investigation process and related authorities' complex white collar crime investigation in Romania, including asset recovery angles, as well as related assistance in several other areas. The matter also entails interactions with several prosecutorial and other authorities and regulators, in different jurisdictions.

Advising a leading listed energy player in a sensitive internal investigation and white collar crime matter on, inter alia, limiting the companies' and the shareholders' potential exposures, combined with complex assistance on white collar crime, asset recovery and several compliance processes, asset tracing or contractual matters.

Advising an European life science group on an internal investigation concerning its subsidiaries in several jurisdictions. They have successfully addressed several compliance and white collar angles, as well as structured and implemented remedial steps to successfully safeguard the group from several material risks. The matter also involved coordinated interactions with several authorities and teams in several jurisdictions.

Advising a global private equity fund in a sensitive internal investigations and white collar crime in a Romanian subsidiary and related assistance on, inter alia, limiting several company's and shareholders' potential exposures, combined with complex assistance on asset recovery, contractual, regulatory and compliance processes. The matter entailed a quick reaction and structuring of the internal investigation and immediate assistance from white collar crime and other areas (e.g. Data Protection, Contractual, Administrative law, Corporate, Competition etc.).

Specialist lawyers: Bogdan Bibicu, Bryan Jardine, Anca Jurcovan, Adelina Iftime-Blagean, Mihai Coada, Andreea Stan, Flavius Florea, Bogdan Lamatic, Nina Lazar, Maria Popescu, Elena Dragan, Vlad Catana.



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