RTPR | RADU TARACILA PADURARI RETEVOESCU

Address: Charles de Gaulle Plaza, 5th Floor, 15 Charles de Gaulle Square, 1st District, Bucharest, RO-011857, Romania
Tel: +40 31 405 77 77
Fax: +40 31 405 77 78
E-mail: [email protected]
Web: www.rtpr.ro
Most senior representative: Costin Taracila, Managing Partner
No. of local partners: 8
No. of lawyers: 49
Offices in Romania: Bucharest
Representative clients include: EBRD, Groupama, Innova Capital, Intesa Sanpaolo Bank, Macquarie Asset Management/Evryo Group, Maspex Romania, MidEuropa Partners/Regina Maria, Morphosis Capital, Profi Rom Food, Vectr Holdings.

Partners and heads of practice

Costin Taracila, Managing Partner

Costin Taracila specialises in M&A, private equity and corporate matters, as well as capital markets. He is advising a number of private equity funds on the acquisition and add-on acquisitions, restructuring and sale of companies, such as Enterprise Investors, Advent International, CEECAT Capital, Mid Europa Partners, Abris, Oresa, Resource Partners, 3TS.

Cristina Enaga, Counsel

Cristina Enaga is specialised in mergers and acquisitions, corporate law and real estate. Throughout her career she has been involved in many local and multi-jurisdictional transactions in various sectors such as financial services, private equity, IT&C, real estate, retail, manufacturing, consumer goods, pharmaceuticals and healthcare etc.

Mihai Ristici, Partner

Mihai Ristici has more than 20 years of experience and a broad practice covering mergers and acquisitions, auctions and other private sale and purchase transactions, private equity, funds formation, corporate governance, joint ventures, NPLs acquisitions and disposals, and the full range of equity and debt capital markets transactions (including IPOs, rights issues, bond issues, listings, placings and accelerated book-builds) and regulatory advice. Throughout his carrier he has done deals or projects in many business sectors such as energy, telecom, financial institutions, real estate, manufacturing, IT, consumer goods.

 

Victor Padurari, Partner

Victor Padurari specialises in finance and projects, including secured lending, project finance, real estate finance, PPPs, concessions, governmental public debt and municipal finance. He advised international financial institutions on various financings extended to local governments, as well as on the largest project financing transactions in the Romanian energy sector.

Alexandru Retevoescu, Partner

Alexandru Retevoescu focuses primarily on banking and finance and real estate projects and has provided advice to major national and international banks on banking regulatory matters, corporate finance, leveraged finance, project finance and real estate finance transactions. Alexandru also has significant experience in the energy sector. He is also experienced at advising on debt restructuring matters and has prior experience of working on both formal insolvency and informal restructuring proceedings.

Valentin Berea, Partner

Valentin Berea specialises in disputes and investigations, with a focus on antitrust and intellectual property. Valentin is also a certified intellectual property counsellor for trademarks and industrial designs and has worked for many years as an assistant professor teaching contract law at Bucharest Law University.

Prof. Lucian Mihai, Of Counsel

Professor Lucian Mihai specialises in intellectual property and litigation area, including arbitration. Dr. Lucian Mihai has over 40 years of experience as professor at the University of Bucharest, Faculty of Law, where he holds classes on civil law and intellectual property law. Professor Mihai is a former chairman of the Commission for drafting the New Civil Code and the Law for its Enactment, former President of the Romanian Constitutional Court (the highest legal position in Romania), former member of the Venice Commission (two mandates), as well as former Secretary General of the Chamber of Deputies. Professor Mihai is listed as arbitrator of the Court of International Commercial Arbitration, attached to the Romanian Chamber of Commerce and Industry since 1993 and of, the Arbitration Panel of the Romanian Copyright Office since 1998. He has taken part in numerous international cases as counsel, arbitrator or expert-witness. Professor Mihai acted also as ad-hoc judge of the European Court of Human Rights. He has been the "Honorary Legal Adviser" to the Ambassador of the United Kingdom in Bucharest since 1994.

Alina Stavaru, Partner

Alina Stavaru specialises in M&A, particularly private equity, complex corporate and capital restructurings, spin-offs, and other corporate matters. Alina heads our employment department, having an impressive experience in advising companies on labour law matters covering a large range of matters such as complex transfers of business, collective dismissals, sensitive high-profile individual dismissals, day-to-day employment compliance matters. Alina is secretary to the Romanian Private Equity Association. 

Andreea Burtoiu, Counsel

Andreea Burtoiu has 20 years’ experience in banking and finance, acting on behalf of domestic and international banks and borrowers on syndicated and bilateral credit transactions and advising security takers and providers on the creation and perfection of security interests. She also provides advice on derivatives and cash management tools, restructuring transactions, as well as capital markets matters.

 

Alexandru Stanoiu, Counsel

Alexandru Stanoiu joined the firm in 2019 from one of the law firms affiliated to a Big 4 company where he has coordinated the tax litigation team for the previous 9 years. Alexandru has more than 20-year litigation experience, specialising in tax litigation, insolvency, competition and state aid law, commercial, administrative and civil law.

Cosmin Tilea, Partner

Cosmin Tilea has extensive experience in cross-border financings and security matters, municipal loans and public debt, procurement, real estate and energy matters. He advises major international and domestic banks and financial institutions on complex real estate finance and acquisition finance deals as well as on real estate matters. He is also very experienced in project finance transactions after having advised various IFIs on the financing of some of the largest renewable projects in Romania. 

Poliana Gogu-Naum, Counsel

Poliana Gogu-Naum has experience in banking & finance acting on behalf of domestic and international banks and borrowers in syndicated and bilateral credit transactions, and advising security takers and providers on the creation and perfection of guarantees and security as well as in capital markets, corporate, real estate.

Roxana Ionescu, Partner

Roxana Ionescu specialises in mergers and acquisitions, as well as in competition law. Roxana has extensive experience in providing assistance in the merger clearance proceedings, as well as in relation to antitrust investigations. Roxana offers day to day competition advice to clients and assist them in implementing competition compliance programs.

Ianita Tui, Counsel

Ianita Tui has experience in real estate matters, as well as in advising domestic and international clients on various matters related to real estate and urbanism, public procurement, PPPs, concessions, corporate/M&A, public services, governmental public debt and municipal and corporate finance (including real estate and agribusiness finance), perfection of guarantees and securities and performance of complex due diligence exercises.

Vlad Stamatescu, Counsel

Vlad Stamatescu provides legal advice to local and international companies on various commercial transactions, including mergers and acquisitions, day-to-day corporate advice, incorporation, restructuring and reorganisation of companies, as well as on capital markets deals.

Diana Dimitriu, Senior Associate

Diana Dimitriu is specialised in advising domestic and international companies on employment law projects, her expertise covers a large range of aspects such as complex transfers of business, collective dismissals, sensitive highprofile individual dismissals, personnel restructuring, negotiations, disciplinary processes, management incentive plans, as well as corporate law, mergers & acquisitions.

Bianca Eremia, Senior Associate

Bianca Eremia has experience in advising international and domestic banks, financial institutions and companies on syndicated & bilateral credit transactions, municipal loans and public debt, as well as on security, regulatory and corporate matters. 

Andreea Nedeloiu, Senior Associate

Andreea Nedeloiu has advised clients in landmark banking & finance transactions on the Romanian market, as well as clients operating in regulated industries on various regulatory, compliance and corporate matters. Her focus is primarily on leveraged finance deals.

Ana Popa, Senior Associate

Ana Popa has over 10 years’ experience in litigation and arbitration, advising and representing local and international companies in dispute resolution in various fields, with a focus on commercial, administrative and tax litigations, as well as intellectual property and labour disputes.

Andrada Rusan, Senior Associate

Andrada Rusan is focusing her dispute resolution practice mainly on competition, unfair competition and intellectual property cases. Andrada provides full-path legal assistance in these fields, also representing clients in investigations of the competition authority and proceedings before the IP authority. She has prominent expertise in cases with an EU law dimension and particularly, involving referrals to the European Court of Justice.

 

Marina Fecheta-Giurgica, Senior Associate

Marina Fecheta-Giurgica is specialised in advising domestic and international companies on commercial transactions, mergers and acquisitions and day-to-day corporate matters, as well as on capital markets matters.

Cezara Urzica, Senior Associate

Cezara Urzica has extensive experience in advising on commercial transactions, corporate law matters, mergers and acquisitions, as well as on employment mandates involving various aspects such as problematic dismissals, collective bargaining agreements, negotiations, management incentive plans.

Andrei Tosa, Managing Associate

Andrei Tosa has experience in advising domestic and international companies in various restructuring projects and commercial transactions, including national and cross-border mergers and spin-offs, acquisitions and day-to-day corporate matters.

List of the most representative projects

Corporate and M&A

Assisted the Swedish investment company Oresa and the entrepreneur Cristian Amza in relation to the sale of the entire stake in the La Fantana group, which has subsidiaries in Romania and Serbia, to the strategic investor Axel Johnson. La Fantana is a market leader in watercooler and bottled water supply solutions, for companies, public spaces, but also for the residential segment, with national coverage in Romania and Serbia.

Assisted Romcim in relation to the acquisition of Tehno World, a company active in the production and sale of solutions for utility infrastructure networks. With this transaction, Romcim adds to its portfolio the Tehno World factory in Baia, Suceava county, specialised in the production of connection solutions for water and sewerage networks, natural gas distribution, irrigation, telecommunications and energy.

Assisted CEE’s top independent dance music company Global Records and Stefan Lucian, the founder and CEO of the company, in the process of selling a 25% stake in the company to Believe, one of the world’s leading digital music companies and of setting up the terms of their strategic partnership.

Assisted the private equity fund Innova Capital in relation to the sale of Optical Investment Group to EssilorLuxottica, a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses. Optical Investment Group is one of the leading retailers of optical eyecare and eyewear products on the Romanian market. With a network of 99 stores in Bucharest and main cities in Romania, the group boasts the largest optical retail presence in the country under the OPTIblu, Optiplaza and O51 brands.

The law firm in collaboration with the A&O Shearman Silicon Valley team has assisted Wolt, a Finnish local commerce company, in relation to the acquisition of the fast delivery platform Tazz, part of eMAG Group. This acquisition strengthens Wolt’s presence in Central and Eastern Europe, combining Tazz’s local expertise with Wolt’s cutting-edge technology to enhance the consumer and merchant experience in Romania.

Specialist lawyers: Costin Taracila, Alina Stavaru, Mihai Ristici, Roxana Ionescu, Vlad Stamatescu, Cezara Urzica, Marina Fecheta-Giurgica, Andrei Tosa.



Banking

Advising World Class Romania, the market leader in the local fitness industry, with respect to its syndicated and bilateral financings. The syndicated financing is backed-up by a state guarantee from Romanian EximBank NCS (acting on behalf of the Romanian state), and the documentation follows strict requirements and approval process. The financing structure entails complex undertakings on both World Class Romania and various companies within its group.

Advised UniCredit Bank AG with respect to the accession to an €750 million acquisition finance of 5 Romanian  subsidiaries of the borrower, a market leader in medical imaging industry, and related share security package. The accession process had to be closed in a very limited timing, taking into account various restrictions under Romanian law which are involved in group financing, as well as when creating security and guarantees for acquisition finance.

Assisted Rodbun Grup in relation to a syndicated loan in amount of €15.7 million for covering the regular working capital needs in the group activity. The financing was granted by a syndicate of banks made of Banca Comerciala Romana, CEC Bank and Raiffeisen Bank and it was guaranteed by Eximbank Romania. Rodbun Grup is a company – integrator of products and solutions in the agricultural field, having 100% Romanian capital, established in 2002.

Regulatory advice in relation to Morgan Stanley Smith Barney LLC’s activity in Romania. Mifid and capital markets regulatory assistance in terms of offering of specific securities and investment and/or non-investment services in Romania.

Regulatory advice in relation to Credit Suisse AG’s activity in Romania. Assistance in terms of offering of specific securities and services in Romania and on-going assistance in respect of disclosure obligations, selling restrictions and amendments to the prospectuses for various types of notes sold by Credit Suisse in a wide range of jurisdictions, including Romania.

Specialist lawyers: Victor Padurari, Cosmin Tilea, Andreea Nedeloiu, Bianca Eremia, Mihai Ristici, Vlad Stamatescu.



Energy and Natural Resources

Advised OX2 AB on the sale during a competitive process of a 99.2 MW self developed onshore wind farm located in the Eastern part of Romania to Nala Renewables, a joint venture between IFM Investors and Trafigura. The project will consist of 16 Vestas turbines, V162-6.2 MW™. The project has secured grid access through a connection contract signed with Transelectrica in March 2023. OX2 will be responsible for the construction of the wind farm. Construction will start in the third quarter of 2024 while commissioning is planned for the first half of 2026. The deal includes a 12-year PPA (power purchase agreement) with a multinational corporate offtaker. The agreement covers a significant part of the electricity output generated by the wind farm.

Advised ENGIE Romania on the acquisition of an operational wind farm with a capacity of 80 MW majority owned by the EnerCap Group.

Assisted Evryo Group, owned by funds managed by Macquarie Asset Management, in relation to the sale of its renewable energy portfolio to PPC Group. The transaction includes the Evryo Wind Farm, Romania’s largest operational onshore wind farm, with a total installed capacity of 600 MW, and the group’s hydropower system comprising 4 hydroelectric plants and associated hydro facilities, with a total installed capacity of approx. 22 MW. The Evryo Wind Farm is operated by Tomis Team, MW Invest and Ovidiu Development, and the hydropower system by TMK Hydroenergy Power.

Advised Macquarie Asset Management (MAM) on the sale of CEZ Vanzare to Premier Energy PLC, owned by the Czech private equity fund, Emma Capital.

Acted as Romanian legal counsel in relation to Aramco’s acquisition of 10% equity interest in HORSE Powertrain Limited, the new global powertrain solutions company, alongside Renault Group, Zhejiang Geely Holding Group and Geely Automobile Holdings Limited. Aramco is one of the world’s leading integrated energy and chemicals companies. HORSE  Powertrain Limited was formed on May 31, 2024, by Renault Group and Geely and is incorporated and headquartered in London, UK.

Specialist lawyers: Mihai Ristici, Roxana Ionescu, Costin Taracila, Vlad Stamatescu, Bogdan Cordos, Cezara Urzica.



Competition

Represented Groupama Asigurari in the antitrust litigation against the decision issued by the competition authority in a complex antitrust investigation concerning exchange of commercially sensitive information among the insurance companies in Romania. This was the first time the competition authority examined an exchange of information as a standalone infringement. The investigation was widely publicised as it resulted in one of the highest fines applied by the authority (approximately €53 million).

Recently, the law firm’s competition litigation team succeeded in defending the last extraordinary appeal of the authority against a court ruling through which the fine applied to Groupama by the Competition Council was reduced from €8 million to €500,000. The law firm also reported three further victories in three extraordinary appeals against such decision. The case also involves proceedings on the merits, which are still ongoing and are now in final appeal stage.

Currently advising Zabka Polska, the largest Polish retailer, in relation to the structuring of its distribution system upon its entry on the Romanian market, in a complex antitrust self-assessment process, involving the competition authority.

Represented Bookster in the Competition Council’s investigation, in which several publishers and their trade association were fined for attempting to drive Bookster out of the market through concerted, anticompetitive activities. The firm also won the case in which the publishers sought to ban Bookster as a whole.

Advising and representing Electrica in court proceedings in the first “facilitatorvictim” case in the whole EU to date in which the client was fined €2.3 million for allegedly facilitating a cartel between its meter suppliers. The case raises complex and novel legal issues, such as the applicability of the facilitator concept under Romanian law when the alleged facilitator is also the victim of the cartel, the interplay between national and EU law, the liability of the company for the unauthorised deeds of deviating employee etc.

Assisted the largest Italian bank, Intesa Sanpaolo Bank in relation to the merger control and FDI approvals on the acquisition of First Bank from the American private investment fund J.C. Flowers. First Bank provides a diversified range of financial products and services to retail, SME and large corporate customers. According to market sources, following this transaction, Intesa San Paolo will double its presence in Romania and will enter the top 10 of Romanian banks.

Specialist lawyers: Valentin Berea, Roxana Ionescu, Andrada Rusan, Serban Halmagean.



Real Estate

Assisted Vectr Holdings, through its subsidiary Vectr Realty Holdings, in relation to the indirect acquisition of 100% stake in the company that owns The Landmark office building from funds managed by Revetas Capital and affiliates of Cerberus Capital Management. Vectr Holdings is a privately-owned group of companies, which is engaged in various sectors including agricultural operations, agricultural machinery distribution, fitness, and real estate in Romania. The Landmark is one of the most representative office buildings in downtown Bucharest. With a GLA of over 23,700 sqm, the business park developed in 2016 comprises three class A office buildings and is BREEM Excellence Certified.

Assisted Regus, the biggest, most well-known and active provider of serviced business offices on Romanian market having 14 opened locations in Bucharest, most of them being negotiated with the assistance of law firm’s real estate team. Recently the team has advised Regus in relation to 5 new lease agreements, as well as renegotiation of the commercial terms of the leases with their tenants. 

Advised OX2 AB on the sale during a competitive process of a self-developed onshore wind farm located in the Eastern part of Romania, having a capacity of 99.2 MW to Nala Renewables, a joint venture between IFM Investors and Trafigura. 

Advised the client on various real estate complex issues related to the development and supply of necessary equipment for the project. The matter also involved review of various rights for securing the necessary land for the Project.

Assistance for the client in relation to an agreement for securing various land rights for the purpose of a potential future development of a new factory on such land. Complex assistance for the client in the process of sale of the building and the related land where the client currently operates and securing new future lease for the client in the premises of one of the major actors in real estate market in Romania.

Specialist lawyers: Alexandru Retevoescu, Costin Taracila, Ianita Tui, Cristina Enaga.



Litigation and Dispute Resolution

Representing Zenith Media in a high profile cartel case of the competition authority against the most important media agencies groups in Europe (Publicis, WPP, McCann etc.). While the first instance court cases where consistently won by the competition authority, after almost 8 years of court battles the team succeeded in turning the tide by convincing the High Court of Cassation and Justice to send a preliminary ruling request to the CJUE, which was a premiere for the Romanian courts. The team obtained a favourable ruling from the CJUE, which will have a significant cross-jurisdiction impact upon how the turnover will be calculated from now on by competition authorities across EU for the purpose of setting antitrust fines.

Currently advising Eazy Asigurari in a court dispute aimed at securing its IP rights over the registered trademark “Eazy Asigurari” against an insurance broker that registered, in bad faith, a domain name almost identical and blatantly confusing with both the client’s trademark and its commercial name. Eazy Asigurari is the newest authorised insurance company in Romania, promoting itself also as the first insurtech in Romania. It is exactly this “new entry” that was exploited by the infringer, who proceeded to registration of the domain name easyasigurari.ro immediately after mass-media informed about Eazy Asigurari’s plans to enter the Romanian insurance market.

Represents Scania Group in one of the pioneering private damages cases in Romania, directed by a group of transporters owning Scania fleets against the very toptier entities in Scania’s corporate structure. The plaintiffs claim damages for alleged surcharges in truck prices, triggered by the alleged cross-border anticompetitive contacts and information exchange between truck producers fined by the European Commission. The case opens complex legal and economic debates on causality and damage assessment, where plausibility, causality and quantum valuation scenarios will come to the fore.

Obtained several ground-breaking successes for Lidl Discount in its dispute with Vel Pitar, the largest bread producer in Romania and holder of a portfolio of trademarks containing “wholewheat”, since 2012. The dispute relates to the use of “wholewheat” on the packaging of bread. Vel Pitar requests Lidl to withdraw its products described as containing wholewheat flour. Vel Pitar argues that “wholewheat” represents a protected trademark for which it holds exclusive rights, due to its extensive use for the relevant public. Lidl argues that the wholewheat cannot be used as a trademark, given its descriptive nature. The dispute involves 6 contradicting national court decisions and an EUIPO decision.

Currently representing Premier Energy Furnizare in a high-profile case involving the failure to deliver of a certain amount of electricity by a trader called Industrial Energy, who invoked the hardship theory (rebus sic stantibus). The dispute involves matters related to interpretation, performance and amendment of contracts concluded on a regulated energy exchange market,  including aspects related to contractual liability, applicability of special legislation and the analysis of cases in which a hedging contract may be amended in case of a high variation of prices.

Specialist lawyers: Valentin Berea, Alexandru Stanoiu, Andrada Rusan, Ana Popa.



Employment

Advised EMI Equipment Maintenance in relation to management agreements for its team as well as implementation of the company’s existing stock option plan, as well as on day-to-day matters. EMI is a market leader in industrial access systems, who provides integrated consulting, design, manufacturing, installation, maintenance and service solutions for industrial access solutions across various sectors.

Advised Intesa Sanpaolo SpA in relation to the appointment of a new management team in First Bank (in which the client acquired a controlling participation), including the necessary documentation (questionnaires and related statements) for the obtaining of the approval of such team by the National Bank of Romania.

Advised Profi in relation to the management agreements for its team (termination of the agreements of existing managers and preparing management agreements for thenew appointed managers), as well as day to day matters such as confidentiality and non-solicitation agreements for its employees and advice related to personnel leasing. Profi is Romania’s leading convenience and proximity supermarket chain, with a network of more than 1,650 stores, operated both directly and in partner system, with Super, City, Go and Loco as main formats.

Advised MidEuropa in relation to the implementation of a very complex management incentivisation plan for one of its portfolio companies.

Advised Lidl Discount in the context of the dismissal procedure of one of its key employees who breached the internal rules on conflict of interests. As the dismissed employee challenged in court the dismissal decision, is currently representing the client in the relevant court proceedings. The case is very challenging, mostly given the lack of a clear legal framework and jurisprudence on conflict of interests in the area of labour relationships.

Specialist lawyers: Alina Stavaru, Cezara Urzica, Valentin Berea, Ana Popa.



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