REFF & ASSOCIATES | DELOITTE LEGAL ROMANIA

Address: 82-98 Calea Grivitei, The Mark Tower, 14th Floor, 1st District, Bucharest, Romania
Tel: +40 21 222 16 61
Fax: +40 21 222 16 60
E-mail: [email protected]
Web: www.reff-associates.ro
Most senior representative: Alexandru Reff, Partner
No. of local partners: 9
No. of lawyers: 84
Offices in Romania: Bucharest
Representative clients include: BCR Bank and BCR Banca pentru Locuinte, BLIK ROMANIA, CEC Bank, Damen Holding BV, Expo Market Doraly, Nepi Rockcastle Group PLC, Netopia Financial Services, OMV Petrom, S.P.E.E.H. HIDROELECTRICA, Tinmar Energy.

Partners and heads of practice

Alexandru Reff, Partner

Practice Areas: M&A, Real Estate, Taxation and Assistance in Relation to Investments, Acquisitions and Exits

With over 25 years of experience, Alexandru serves clients primarily in the corporate M&A and real estate practices, coordinating multidisciplinary teams of lawyers and consultants in some of the largest transactions in Romania and other countries in the region. He has been widely exposed to various other business topics including finance, risk management, governance, sustainability, technology and management He holds a bachelor’s degree in law from the Bucharest University.

Florentina Munteanu, Partner

Practice Areas: Competition, Employment and Insolvency Law 

With over 21 years of experience, she leads the competition, employment and insolvency law practices, assisting clients in competition law compliance matters, during Competition Council investigations, during M&A transactions and for state aid matters, as well as in a large scale of insolvency and employment matters. She holds a bachelor’s degree in law from the University of Bucharest.

Andrei Burz-Pinzaru, Partner

Practice Areas: Banking, Capital Markets, M&A, Corporate Governance and Legal Risks Management

He has over 25 years of experience in his areas of specialty. The projects he worked on include loan and security documentation in bilateral/syndicated loans, debt restructuring and loan workouts, NPL deals, local/cross-border stock option plans, pre-IPO preparation etc. He has a bachelor’s degree in law from the Romanian American University of Bucharest.

Georgiana Singurel, Partner

Practice Areas: M&A, Joint Ventures, Group Reorganizations Processes and of Various Joint Ventures and in Public Procurement and Concessions Matters

With over 25 of experience, Georgiana coordinates complex M&A deals on buyside or sell-side, in various industries and fields such as manufacturing, energy, retail and consumer business, from the initial structuring phase, going into the due diligence and then preparation, negotiation and execution of contractual documentation. She has a bachelor’s degree in law from the University of Bucharest.

Irina Dimitriu, Partner

Practice Area: Real Estate

With over 18 years of experience, Irina advises local and international reputed investors and developers and has been involved in some of the largest and most complex projects in the country. She is highly experienced in acquisition, financing and development of high profile real estate projects. She holds a bachelor’s degree in law from the University of Bucharest.

Simina Mut, Partner

Practice Areas: Central Europe Legal Management Consulting

Simina leads the Deloitte Legal’s Global Centre of Excellence and Legal Management Consulting practice in Central Europe. She advises clients’ legal departments on operating models design, legal digital strategy and operational excellence. She studied international and comparative law in Cluj-Napoca, Paris and Geneva and holds comparative and translational law certifications.

Mihnea Galgotiu-Sararu, Partner

Practice Areas: Administrative and Commercial Dispute Resolution and Arbitrations Practice

During his more than 15 years of experience, Mihnea successfully coordinated large litigation teams in high-profile cases regarding real estate, competition, energy, telecom, administrative, constitutional, privatization, IP, employment or debt recovery matters, and also has extensive experience in international arbitration proceedings and multi-jurisdictional litigation projects. He holds a bachelor’s degree in law from the University of Bucharest.

Diana Fejer, Partner

Practice Areas: M&A, Corporate and Commercial Law 

Diana has more than 19 years of experience in coordinating complex projects, assisting both sell-side and buy-side clients during the due diligence phase, transaction structuring and acquisition/divesting process. She also served clients during reorganizations by offering them support in evaluating the implications, designing the process, drafting the relevant documentation and implementation. She holds a bachelor’s degree in law from the Transilvania University of Brasov.

Alex Slujitoru, Partner

Practice Area: Tax litigation Practice

With more than 16 years of experience, Alex has been involved in complex high profile projects, assisting companies from various industries, such as energy, retail, oil and gas, heavy industry, cereal trading, and represented them in front of the Romanian authorities and courts, as well as European institutions, in tax disputes in relation to VAT refunds, excises, interest requests for refunds or delayed reimbursements, annulment of acts of modification or non-modification of the taxation base, annulment of unlawful compensation or suspension of taxation decisions. He holds a bachelor’s degree in law from the University of Bucharest.

List of the most representative projects

Corporate and M&A

Assistance to Tinmar Energy in the comprehensive post-transaction legal assistance in relation to the implementation of a strategic joint-venture with CE Oltenia, second biggest energy producer in Romania for the construction, and operation of 4 photovoltaic projects with a total installed capacity of 285 MW and a combined cycle gas power plant with a total installed capacity of 475 MW, with a total value of the projects exceeding €550 million.

Assistance to the Sarmis Capital Partners Fund I SCSp, in the takeover of the majority stake of the paper producer MG-Tec Industry, in all the stages of this transaction consisting of a highly complex due diligence exercise on a manufacturing business implying key aspects related to state aid, environmental, licensing, employees, structuring advice from the perspective of state aid matters and restrictions and review, amendment and negotiation assistance of the transaction documentation (share purchase agreement, shareholders agreement, management agreement etc.) including assistance at signing.

Legal assistance to Melinda-Impex Instal, one of the largest Romanian providers of thermal solutions and sanitary installations, in the acquisition of the entire installation materials businesses from Dennymona MG and Arnew Den, including the logistics and transport activities and the associated immovable properties located in Arad. Their assistance covered a swift due diligence process, assistance in relation with the design and negotiation of the business transfer agreement being actively engaged, offering tailored legal advice and support to ensure the client's objectives.

Legal assistance to Nordensa Football, a fintech start-up hosting a football content platform, throughout the entire transactional process, from drafting the initial term sheet through closing formalities, negotiations (over 17 parties were involved in the deal), with venture capital funds and angel investors all involving their own lawyers in the negotiation of the subscription and shareholders agreement.

Assistance to BADER GmbH & Co. KG, a German based global supplier of leather and textile upholstery solutions for the automotive industry, on the due diligence on the activity of Coindu Romania (“Coindu Ro”) and certain other Romanian subsidiaries of Coindu Portugal. They provided assistance on negotiation of share sale-purchase agreement for acquisition of 100% of Coindu Ro. Their team also provided assistance on regulatory matters (filing competition clearance notification and foreign direct investment notification with Romanian Competition Council) and on corporate matters and regulatory matters related to implementation of transaction in Romania and closing assistance. 

Specialist lawyers: Georgiana Singurel, Silvia Axinescu, Ovidiu Balaceanu, Stefan Caramida, Adrian Coman, Iulian Maier, Fraga Varadi, Florin Grumeza, Octavian



Banking

Assistance to BLIK ROMANIA, the Romanian subsidiary of Polski Standard Płatnosci Sp. z o.o. (i.e., a Polish company authorized in Poland as the operator of BLIK Polish Payments System) in connection with the set-up and the authorization by National Bank of Romania (NBR) of a local payment system and of BLIK RO as its operator, providing a full spectrum of services covering multiple areas under Romanian law but especially banking and financial regulatory law.

Assistance to Netopia Financial Services, Romanian payment facilitator, with drafting the full documentation required for its licensing as a payment institution (“PI”) by the National Bank of Romania and operational transition including the contemplated business model, correct legal qualification of the categories of payment services to be rendered, design of the operational flows, compliance with risk, AML and cyber regs applicable to PIs, thus involving coordination and alignment of the multidisciplinary team of professionals.

Assistance to Veraltis Asset Management, part of B2 Holding group, throughout the preparation of the documentation to be submitted for being authorized as credit servicer by the Romanian competent authority, by coordinating an extensive team of professionals with various other specializations (i.e., risk and regulatory advisors, AML specialists). Additionally, they also provided extensive financial regulatory law advice on the interpretation of new rules on ongoing deals, as well as how B2Holding group must adjust its EU business model (on 2 streams: distressed debt purchase and servicing arrangements (intra-group or for third parties)) in light of these legislative changes.

Assistance to Nordensa Football, a fintech start-up hosting a football content platform, for setting up a football fan-backing platform in a manner compliant, inter alia, with financial services, crowdfunding and alternative investment funds regulations, including the full spectrum of legal services covering several streams, such as capital markets, banking and finance, data protection, intellectual property and AML.

Assistance to the Czech company Partners Financial Services (PFS) with respect to its entry in the Romanian market through the acquisition of a 32.89% stake in Transilvania Broker de Asigurari, becoming a signing shareholder of the company. Their assistance included: regulatory law assistance with respect to the necessary approvals of PFS to be obtained from Autoritatea de Supraveghere Financiara (ASF), capital markets law assistance with respect to the necessary public disclosures ensuring compliance with the requirements of the stock exchange and ASF and with respect to the legal requirements applicable to deal market transactions and corporate law advice with respect to PFS new capacity as significant shareholder.

Specialist lawyers: Andrei Burz-Pinzaru, Patricia Enache, Andreea Serban, Roxana Bratosin, Danut Arion, Andrei Ududoiu, Bogdan Vlad.



Energy and Natural Resources

The energy specialized team has provided comprehensive legal advice to Tinmar Energy on compliance with national and European energy regulations, by navigating complex regulatory frameworks related to energy production, distribution, and  trading and ensuring adherence to all applicable laws and guidelines.

Legal assistance to Saves Enerji, significant renewable energy company based in Turkey, concerning the contracts for difference mechanism including submission of the financing application, negotiation on the application documentation, contracts review for a project with an estimated value of €30 million and providing comprehensive recurring legal assistance to Romanian subsidiaries of Saves Enerji, on intricate regulatory matters, including compliance with national legislation, in relation to the construction, development, and operation of photovoltaic parks in Romania.

Legal assistance to a Romanian company developing photovoltaic projects up to a ready-to-built stage consisting of a comprehensive due diligence process performed on multiple streams including legal, tax and financial reports.

Specialist lawyers: Georgiana Singurel, Adrian Coman, Fraga Varadi.



Competition

Assistance to the Romanian company part of the group of a large Norwegian food producer, including ongoing compliance assistance tailored to their commercial activities, ensuring adherence to competition law regulations and assistance in the implementation of various new distribution strategies, addressing multiple potential issues or matters concerning vertical commercial relationships.

Assistance to an entity from Roca Industry Group in the merger filing with the Romanian Competition Council and the FDI filing with the competent authority, facilitating the acquisition of Workshop Doors.

Assistance to Expo Market Doraly, a leading wholesale, cash & carry, and retail commercial park in Romania, in the sellside merger control notification proceeding before the Competition Council and the sellside FDI proceedings, which was pivotal in the successful sale of the commercial park to Warehouses de Pauw (WDP).

Assistance to BADER GmbH & Co. KG, a German based global supplier of leather and textile upholstery solutions for the automotive industry before the Romanian Competition Council in the merger control procedure. Assistance included gathering information, drafting the economic concentration form, preparing the authorization file and submitting it with the Competition Council, drafting answers to additional request for information form the Competition Council etc.

Assistance to one of the largest drugstore chains in Central Europe in the category of retail stores specialized in beauty, health and home care regarding day-to-day business and legal matters, particularly in what regards competition law compliance, by providing training and drafting competition law compliance policies.

Specialist lawyers: Florentina Munteanu, Andrea Grigoras, Mihnea Radu, Diana Ivan.



Real Estate

Legal assistance with respect to the integral sale of the Expo Market Doraly commercial park owned by Gheorghe Iaciu and the real estate investment fund ARA Europe to the Belgian real estate developer WDP, the second largest owner of industrial logistics spaces in Romania. They conducted an integrated due diligence process for the sale of the platform, organized the necessary documents for a similar analysis to be performed by a potential buyer, prepared the initial documentation and were involved in structuring the transaction, as well as in negotiating the contractual documentation, both at the signing and at the closing stage of the transaction.

Legal assistance to Vectr Farm Braila, part of African Industries Group, in the acquisition of Padova Agricultura and Contara, a top rice producer in Romania operating more than 15,000 ha, from Roncato Group, a group of private Italian 
investors. The team provided assistance during the due diligence phase, drafting and negotiating of the entire transaction documentation.

Legal assistance to INGKA Investment Romania, the investment division within Ingka Group, related to the preparation of a comprehensive due diligence process, as well as structuring services regarding the transaction as a whole, preparation and negotiations of the transaction documentation and also the acquisition of a new company for the purposes for performing the land acquisition and further developing the project.

Assistance to the shareholders of Helinick during the sale of their participations in Helinick, leader in Romania for security technology and design. The team provided assistance during the entire due diligence phase as well as during the transaction phase of the project, consisting in drafting and negotiation of the entire transaction documentation.

Specialist lawyers: Irina Dimitriu, Larisa-Ioana Popoviciu, Simona Iacob, Maria Nitulescu, Ioana Georgescu-Muresanu, Diana Stan, Alexandru Butusina, Florin Geana.



Litigation and Dispute Resolution

Assistance to Damen Holding BV, one of the largest shipbuilding conglomerates in the world, originating from the Netherlands, in a dispute pending before ICC Paris with the Romanian State, the Ministry of Economy and the national company Santierul Naval 2 Mai in relation to the termination of a joint venture between the client and the Romanian State (through its structures) for the operation of one of the largest shipyards in Europe (i.e. Mangalia), the exit of their client from the project company, and a damage claim.

Assistance to Tinmar Energy with respect to the annulment of an unprecedent fine of €73 million applied for an alleged energy market manipulation which results in a breach of REMIT Regulation (the largest fine ever applied in the European Union for the alleged manipulation of the energy markets), defending the validity of the complex M&A transaction based on which the client acquired one of the largest agribusinesses in Romania and several regulatory lawsuits against the energy regulator in Romania (ANRE).

Assistance to Nepi Rockcastle Group PLC (General Building), in all of its major and sensitive disputes and litigation, concerning various matters from urban planning/real estate permitting, to regulatory disputes (e.g., against construction and environmental authorities) and commercial litigation.

Assistance to BCR Bank and BCR Banca pentru Locuinte, a member of Erste Group, one of the most important financial groups in Romania, in a series of disputes against the National Authority for Consumer Protection (“ANPC”), following the sanctioning of BCR by ANPC for the alleged deceiving commercial practices, consisting of the way of computation of instalments/structure of the reimbursement schedule and a series of lawsuits on the Romanian market aimed at annulling budgetary liabilities amounting to approx. €80 million following an audit by the Romanian Court of Accounts (but the project has also indirect financial implications of additional €100 million).

Litigation assistance to Vastint Romania, international real estate organization, in urbanism disputes against public authorities regarding the development of a residential and commercial project on approx. 40 ha land in northern Bucharest (i.e. one of the largest residential projects in Bucharest).

Specialist lawyers: Mihnea Galgotiu-Sararu, Ana Galgotiu-Sararu, Alina Stan, Anca Belciu, Eliza Gradinariu, Elena Iacuba, Lucian Savin, Alin Alecsii, Alexandra Tuta.



Tax

Assistance to Berlin Chemie A. Menarini, one of the largest pharmaceutical producers in Germany, in four proceedings before Romanian tax authorities, Romanian courts and ultimately the European Court of Justice in a project that will impact the VAT regime of cross-border pharmaceutical groups in the entire European Union.

Assistance to PPC Group (Retele Electrice Muntenia, Retele Electrice Banat, PPC Renewables Romania) and representation in several tax disputes seeking to challenge the tax decisions issued by the Romanian Tax Authorities to multiple entities within the group.

Assistance to Deutsche Leasing Romania IFN, part of Deutsche Leasing Group, one of the largest and strongest financial organisations in the world, in a cross-border dispute resolution arising from an additional withholding tax (WHT) imposed by the Romanian tax authorities in relation to the interest obtained by the financing entity from the financing granted to the Romanian company.

Assistance and representation to Leroy Merlin, a French-headquartered home improvement and gardening retailer, regarding the annulment of a tax assessment decision and in respect of the issuance of the adjustment decisions, as well as in highly complex tax litigation.

Assistance to Agroexpert/Izamar group, a leading company in the agribusiness, regarding the challenging of tax administrative deeds imposing additional tax liabilities consisting in ancillary obligations related to non-refundable amounts granted in the agricultural sector.

Specialist lawyers: Alex Slujitoru, Emanuel Bondalici, Bogdan Marculet, Mircea Farcau, Stefan Mihartescu, Andreea Pantofaru.



PPP Public Procurement

Assistance to Tinmar Energy in relation to the establishment of a joint stock companies with Complexul Energetic Oltenia, a Romanian energy state owned company, for the implementation of projects regarding new, less polluting capacities, provided for the Restructuring and Decarbonization Plan of CE Oltenia approved by the European Commission. Their assistance included transaction assistance and legal advisory concerning public procurement and sectoral procurement concerning the award of future investments under the joint venture amounting to a total value of €260 million. Projects to be developed under the joint venture structure include a 475 MW gas plant at Turceni and photovoltaic parks totaling 280 MW.

Assistance to CEC Bank consisting in specialized assistance in the field of public procurement, preparation of the award documentation for the purchase of services, in compliance with the legislation in the field of public procurement and concessions, regarding a number of two award procedures. Legal services provided included assistance as co-opted experts in the evaluation committee during the contract award and negotiation procedures with the winning bidders.

Legal assistance to S.P.E.E.H. HIDROELECTRICA specialized public procurement legal support concerning elaboration of an opportunity study examining a potential investment to be undertaken by the client, with a value in excess of €50 million. The legal assistance concerns relevant legal review and assistance in accordance with the applicable public procurement and sectoral procurement legislation, investment strategy review and scenario analysis as well as preliminary structuring of the potential transaction to be undertaken.

Legal assistance to OMV Petrom concerning submission of complex non reimbursable financing applications and project implementation, by reference to Romania’s Recovery and Resilience Facility, Modernization Fund and direct EU grants. Their assistance consisted in mapping and reviewing the applicable legislation for the applicable non-reimbursable funding streams, legal assistance concerning organization and deployment of public procurement procedures by the client. 
Legal assistance concerning preparation, negotiation and execution of complex public procurement contracts concerning supply, services and works.

Legal assistance to DTL Medical with submission of tenders under complex public procurement procedures, including administrative appeals in front of the National Council for Administrative Appeals (in Romanian, Consiliul National de Solutionare a Contestatiilor). The team provided assistance in the process of amending a public procurement legal contract concluded with Emergency Hospital in Bucharest for the performance of works related to the Extension of the Oncology Section with Oncological Radiotherapy Department, including the analysis of legal grounds for amendment of public works contract and drafting the addendum to the consortium agreement and the works contract.

Specialist lawyers: Georgiana Singurel, Adrian Coman, Fraga Varadi, Alexandru Tinica.



Employment

Legal assistance to a company active in oil and gas industry in advising the client with regard to the posting employees.

Legal assistance to a company active in the energy industry in advising the client with regard to the posting employees.

Legal assistance to a company active in the IT industry in a significant redundancy process. The assistance covered support from start to end of the process, with preparation of the entire documentation and coordination of the process to ensure rightful approach.

Legal assistance to one of the biggest worldwide sportwear manufacturer in implementing the procedure on handling harassment based on gender and moral harassment at the workplace.

Legal assistance to a company active in water, waste and energy management with a tailored HR training: labor Law compliance in Human Resources activity, for the legal, HR and payroll departments. 

Specialist lawyers: Florentina Munteanu, Gabriela Ilie, Ana-Maria Vlasceanu, Teodora Gogu.



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