CLIFFORD CHANCE BADEA

Address: 28-30 Academiei Street, Excelsior Center, 1st District, Bucharest, RO-010016, Romania
Tel: +40 21 666 61 00
E-mail: [email protected]
Web: www.cliffordchance.com
Most senior representative: Daniel Badea, Managing Partner
No. of local partners: 3
No. of lawyers: 45
Offices in Romania: Bucharest
Representative clients include: PPC Group, Nofar Energy, Nala Renewables Limited, Banca Transilvania, Unicredit, Premier Energy, Banca Comerciala Romana and Erste Group Bank AG, NEPI Rockcastle, Alpha Bank, OMV Petrom.

Partners and heads of practice

Daniel Badea, Managing Partner

Practice Areas: Banking & Finance, Capital Markets, Energy & Natural Resources, Project Finance/ PPP, White Collar Crime/Risk Management, Restructuring & Insolvency

Daniel Badea is a founding partner and Managing Partner of the Clifford Chance office in Bucharest. In over 27 years of legal practice in an international legal environment, including in the City of London, Daniel has been involved in numerous groundbreaking finance, capital markets, M&A and project finance transactions, including all major privatisations of Romanian companies, and in complex white collar/strategic risk management cases. Clients appreciate his exceptional business acumen and deep understanding of the strategic and geopolitical risks affecting domestic and international markets. Daniel sits as Board member of the Aspen Institute Romania and of Save the Children Romania. University of Bucharest LL.B.

Nadia Badea, Partner & Head of the Energy M&A Practice

Practice Areas: Energy & Natural Resources, Corporate M&A, Private Equity, Real Estate, Employment, Competition, Healthcare & Pharma

Nadia Badea is a founding partner and heads the M&A and Renewable Energy practice area of the Clifford Chance’s office in Bucharest. Nadia has been practicing business law for 30 years in the international environment, including the City of London and has an impressive track record of coordinating and implementing some of the largest and most complicated M&A deals in Romania and in the CEE region. Her client portfolio includes leading local and international companies, large private equity funds and investors, active in key sectors, including power and renewable energy, healthcare and life sciences, consumer goods and retail, real estate, technology and industrials. Nadia is a Board member of Teach for Romania. University of Bucharest LL.B.

Madalina Rachieru-Postolache, Partner & Head of the Capital Markets Practice

Practice Areas: Capital Markets, Banking & Finance, Insurance 

Madalina Rachieru heads the Capital Markets practice of the Clifford Chance Badea and brings over 22 years of experience (including in London) in implementing complex financing transactions (lending, debt and equity capital markets and project finance). Notably, Madalina coordinated major capital markets transactions on local and international markets (shares and GDRs offerings and listings, MTN programmes, bonds issues) involving large companies in Romania, establishing herself as an expert in the field. She also has vast experience on financial regulatory matters and was actively involved in the development of the market rules and regulations. University of Bucharest LL.B.

Simona Neagu, Counsel

Practice Area: Litigation & Dispute Resolution; Insolvency; Public Procurement; Healthcare & Pharma

With over 30 years of experience, Simona Neagu is one of the most reputable litigators in Romania who has been involved in a full range of litigation and dispute resolution matters. She has represented numerous clients, including energy sector investors, developers and electricity and natural gas providers, in complex regulatory litigation and arbitration proceedings under the most frequently used sets of international arbitration rules. Notably she has recently obtained several favorable outcomes for clients in front of the Romanian courts (including the total annulment of a fine applied in a landmark antitrust dispute).

Cosmin Anghel, Counsel

Practice Areas: Capital Markets, anking & Finance, Fintech 

Cosmin Anghel has experience with all types of finance and debt capital markets transactions. Clients benefit from his  22 years of experience in acting for large banks, IFIs, private equity sponsors and companies active in key sectors on a wide range of financial products (including English-law governed financings). His extensive track record covers corporate lending, syndicated lending, municipal finance, infrastructure financing, asset finance as well as public and sovereign bond issues.

Andreea Sisman, Counsel

Practice Areas: Banking & Finance, Project Finance/PPP, Real Estate Finance, Healthcare & Pharma, Energy

Andreea Sisman leads the Projects practice and brings more than 24 years of international professional experience. Her expertise covers project finance, real estate and real estate finance, PPPs and concessions, providing specialist advice on public procurement regulations, concession of works and services, bankability issues, transactions with public and private assets, offtake agreements, project documentation and financing documentation. Her impressive portfolio includes many first-of-its-kind PPPs/Concessions, infrastructure and complex projects in energy, transport and social infrastructure in Romania, Moldova and Turkey.

Radu Ropota, Of Counsel

Practice Areas: Capital Markets, Restructuring & Insolvency, Litigation & Dispute Resolution

Radu Ropota brings more than 20 years of experience in a wide range of complex banking, finance and equity and debt capital markets transactions, corporate governance (including shareholders risks/ disputes and ESG matters), white collar crime investigations, as well as restructuring & insolvency proceedings. Radu has also had a leading role in major ECM transactions involving major Romanian companies in the energy, oil & gas sector and has also led the legal department of a flagship Romanian investment fund with a significant exposure in the energy, oil & gas sector.

Loredana Ralea, Counsel

Practice Areas: Energy M&A, Corporate M&A, Real Estate, Employment, Consumer Goods & Retail, Financial M&A, Insurance

Loredana Ralea brings 30 years of practice of business law. She is a highly experienced transactional lawyer who has advised many international investors on complex M&A transactions in Romania and pan-regionally (including English-law governed M&A deals). Her recent experience includes working with important industry players in the energy, oil & gas, financial services, consumer goods, and pharmaceuticals sectors on acquisitions of shares/ assets, corporate reorganisations, mergers or joint ventures, but also on navigating the set of challenges generated by these highly regulated sectors.

Stefan Dinu, Counsel

Practice Areas: Arbitration, White Collar Crime and Anti Money Laundering 

Stefan Dinu has a strong portfolio of cases as member of multijurisdictional Clifford Chance teams (working frequently with the London and US offices) on high-profile arbitrations (in the energy, construction and oil & gas sectors), as well as in white collar crime matters. More recently, he has been advising clients in a range of issues concerning energy regulations. Stefan was also involved in a highprofile investigation conducted by US authorities related to allegations of money laundering and compliance deficiencies.

Eleonora Udroiu, Of Counsel

Practice Area: Competition 

Eleonora Udroiu is an Of Counsel specialized in Antitrust/FDI with particular focus on the energy sector. In over 20 years of international experience (including in Brussels) Nora has handled complex, high-profile economic concentrations as well as antitrust investigations in various sectors, and regularly advises clients on commercial contracts and practices. Her experience also includes EU cases, such as the European Commission’s investigation into certain practices of the Romanian electricity market exchange operator.

List of the most representative projects

Corporate and M&A

Advised Alpha Bank Group and Alpha Bank Romania on all Romanian law aspects of the sale of 90.1% of Alpha Bank Romania to UniCredit S.p.A, including the structuring of the deal and all the required legal processes. The transaction has been cleared by the European Commission and was subject to, among others, approval by the National Bank of Romania and FDI clearance in Romania.

Advising PPC Group in its agreement with Evryo Group, owned by Macquarie Asset Management, to acquire their renewable energy portfolio in Romania, including 629 MW RES in operation and about 145 MW in pipeline assets. The transaction has been cleared by the Competition Council.

Advising Greek-based Motor Oil Renewable Energy Single Member (MORE), leader in the Eastern Mediterranean energy sector, in the 86 MW deal marking its entry on the Romanian renewable energy market. MORE alongside Premier Energy Group, through Alive Renewable Holding Limited, has acquired its first two new photovoltaic projects in Buzau County, with a total installed capacity of 86 MW and an additional 18 MWh energy storage capacity. The projects also contemplate the development of battery storage. The acquisition is subject to customary competition clearance and FDI approvals.

Advising J.C. Flowers & Co. in the closing of the First Bank sale to Italian-based group Intesa, thus marking the exit of the American private equity fund from Romania. The sellside advising mandate ended an excellent collaboration that began more than 6 years ago, with the team of lawyers advising J.C. Flowers & Co. in their debut transaction on the local banking market. At that time, the takeover of Piraeus Bank marked a first for the local banking industry – the first investment fund to become a shareholder in a Romanian bank, with the approval of the National Bank of Romania. Later in 2019, J.C. Flowers & Co.-owned First Bank took over Leumi Bank Romania.

Advising PIB Group Europa, backed by global private equity firm Apax Funds and The Carlyle Group, in relation to the acquisition of Stein Bestasig Insurance Broker, which marked the debut of the UKbased company on the Romanian  insurance market. The transaction was part of PIB Group's strategy to expand on the South-East European market, including by building a strong presence in Romania, through an acquisition plan targeting approx. 20 local insurance brokerage companies. 

Specialist lawyers: Daniel Badea, Nadia Badea, Madalina Rachieru-Postolache, Loredana Ralea, Eleonora Udroiu, Stefan Dinu, Radu Costin, Ecaterina Burlacu, Gabriel Toma, Sabina Crangasu, Maria Ciulica, Filip Marinau, Roxana Barboi, Laura Costea.



Banking

A multijurisdictional team of lawyers coordinated by Partner Madalina Rachieru-Postolache advised NEPI Rockcastle in connection with its latest green bonds issue, worth €500 million. The bond issue, oversubscribed more than six times, marked NEPI Rockcastle's return to the Eurobond market after more than two years and added to a significant green financing track record in the law firm's portfolio. At the same time, the transaction continued a long collaborative
relationship between the law firm and the leading real estate developer and investment group in Central and Eastern Europe.

Advising the arrangers J.P. Morgan, Morgan Stanley, Nomura and ING Bank, and BT Capital Partners (as co-manager) in the transaction in which Banca Transilvania sold ESG bonds worth €700 million on international markets.

Advising the leading renewable energy investor Nofar Energy, through its Romanian entities Solis Imperium and RTG Solar Energy, in the signing of a term loan facility agreement and a VAT facility agreement totaling €122 million with the European Bank for Reconstruction and Development (EBRD) and Raiffeisen International, acting as lenders. The proceeds will be used, among others, for the development, construction, and operation of two solar photovoltaic plants in Giurgiu County, with a combined capacity of 315 MW (169 MW in Iepuresti and 146 MW in Ghimpati).

Advising Premier Energy, one of the largest renewable energy players in Romania and the Republic of Moldova, in relation to the Initial Public Offering and listing on the Bucharest Stock Exchange amounting to approximately RON 700 million.

Advising OMV Petrom in relation to the delisting of its Global Depository Receipts (GDRs) from the London Stock  Exchange. The law firm also advised OMV Petrom with the initial listings of GDRs on the London Stock Exchange. 

Specialist lawyers: Nadia Badea, Madalina Rachieru-Postolache, Cosmin Anghel, Radu Ropota, Gabriel Toma, Oana Ionascu, Adelina Seserman, Nicolae Grasu, Martha Busuiocescu.



Energy and Natural Resources

Advising PPC Group in its agreement with Evryo Group, owned by Macquarie Asset Management, to acquire their renewable energy portfolio in Romania, including 629 MW RES in operation and about 145 MW in pipeline assets.

Advising Erste Group Bank AG and BCR on the €214 million financing related to the development of a 99.2 MW onshore wind project acquired by Nala Renewables from OX2. The deal includes a long-term power purchase agreement with a multinational corporate offtaker.

Advising UK-based Nala Renewables Limited, a global power and renewable energy investment platform and independent power producer, in the acquisition from Monsson Group of a ready-to-build photovoltaic park in Caras Severin, with a total installed power of approx. 61 MWp.

Advising Nofar Energy, one of the most dynamic renewable energy investors in Romania, in the signing of the  acquisition agreement for 100% shares in Aviv Renewable Investment, the project company developing a 160 MW photovoltaic park in Giurgiu County. The transaction adds to a larger collaboration between the law firm and Nofar Energy, related to renewable energy projects in Romania with a total installed capacity of 643 MW, on matters including corporate M&A, Engineering, Procurement and Construction (EPC) and Operation and Management (O&M) contracts, financing agreements, as well as regulatory aspects.

Advising Greek-based Motor Oil Renewable Energy Single Member (MORE), leader in the Eastern Mediterranean energy sector, in the 86 MW deal marking its entry on the Romanian renewable energy market. MORE alongside Premier Energy Group, through Alive Renewable Holding Limited, has acquired its first two new photovoltaic projects in Buzau County, with a total installed capacity of 86 MW and an additional 18 MWh energy storage capacity. The projects also contemplate the development of battery storage. The acquisition is subject to customary competition clearance and FDI approvals. 

Specialist lawyers: Nadia Badea, Loredana Ralea, Andreea Sisman, Radu Costin, Lavinia Dinoci, Carmen Buzenche, Diana Borcean, Ecaterina Burlacu, Eleonora Udroiu, Nicolae Grasu, Roxana Barboi, Filip Marinau, Adelina Seserman, Georgiana Cupas.



Competition

Advising CSL Behring, a global biotechnology company, who was fined €15.5 million by the Romanian Competition Council for an alleged collusive behavior between several companies to limit and eventually suspend the supply of immunoglobulins to the Romanian market. The law firm initially assisted the client in relation to the investigation, and currently in relation to challenging the decision before the courts of law.

Advising Affidea Group, a highly regarded medical group active throughout Europe, on obtaining merger clearance for the acquisition of cancer care provider MedEuropa Romania.

Advising PPC Group on obtaining merger clearance for the acquisition of the renewable energy generation portfolio of Evryo Group.

Advising a bank in relation to the Competition Council's investigation regarding the application of the FICO score in the banking sector.

Advising Ambienta, an European private equity investment fund, on obtaining merger clearance for its acquisition of Maccaferri Group, a supplier of civil engineering and geotechnical products and solutions.

Specialist lawyers: Simona Neagu, Eleonora Udroiu, Vicu Buzac, Stefan Dinu, Radu Costin, Andreea Cretan, Roxana Barboi, Filip Marinau.



Real Estate

Advising Nofar Energy, a global leader in renewable energy investments, and its Romanian subsidiaries, on a package of EPC, O&M, and PV Modules supply agreements, for the purposes of Nofar’s large-scale solar projects in Romania. So far, the firm advised Nofar on negotiating and concluding: (i) the EPC turnkey and O&M agreements with AJ Construction for the 73.6 MW Slobozia photovoltaic plant; (ii) the EPC station turnkey agreements with Energobit – Siemens Energy consortium for two photovoltaic projects of 315 MW; (iii) the EPC and O&M agreements with CJR Renewables for two photovoltaic projects of 315 MW; (iv) a 576 MW supply agreement with photovoltaic manufacturer LONGi Solar for €76.6 million ensuring the purchase of panels for three photovoltaic projects, this being the largest agreement to date for solar modules delivery to Romania.

Advising Nala Renewables, a global power and renewable energy investor, on the acquisition of a 61 MW photovoltaic project under development from one of the largest Romanian developers. In addition to the M&A aspects (due diligence, regulatory approvals, transaction documentation), the firm advised on the drafting and negotiation of construction (EPC) and operation and maintenance (O&M) agreements with third party providers, as well as on review and advice regarding real estate ownership title and complex permitting issues related to land development.

Advising Enery Development, a major regional renewable energy investor, in relation to the project financing for Sarmasag project in Romania. The financing was provided by UniCredit Bank Romania and the proceedings will be used for the development, construction and operations of a 51.4 MW DC photovoltaic plant in Salaj County. In addition to advising on financing and project documentation, the legal assistance also included advice on the EPC contract (tender and negotiation), O&M contract and on PPAs (bankability aspects).

Advising a global leader in hospitality in relation to all aspects related to the conclusion of the franchise agreements for three new hotels opened in Western Romania, including a newbuilt project in Timisoara. The firm has been advising the client in relation to its expansion plan in Romania for many years, including on opening hotels in other large cities.

Advising NEPI Rockcastle in connection with its latest green bonds issue, worth €500 million. The transaction continued a long collaborative relationship between the law firm and the leading real estate developer and investment group in Central and Eastern Europe. Among others, the team advised NE Property B.V. in the implementation of the €1.5 billion Guaranteed Euro Medium Term Programme guaranteed by NEPI Rockcastle plc, as well as in the launching of the €500 million bonds issue under the programme. Later on, the legal team advised NEPI Rockcastle in connection with the update of the multi-year bond programme with a total cap of €4 billion. 

Specialist Lawyers: Nadia Badea, Madalina Rachieru- Postolache, Loredana Ralea, Andreea Sisman, Adriana-Lavinia Dinoci, Diana Borcean, Radu Costin, Carmen Buzenche, Madalina Mailat, Gabriel Toma, Roxana Barboi, Maria Moga, Martha Busuiocescu.



Litigation and Dispute Resolution

Representing a player in the aviation industry in a series of court proceedings as a result of criminal fraud/money laundering perpetrated by one of their Romanian commercial partners, which scammed their clients with a fake charter flight. Recently, the team achieved a favorable outcome in the Romanian courts in a complex mixed criminal/civil case to protect the client's position in light of the fraud.

Advising a major Romanian business in a complex risk management issue, resulting from the indictment of key personnel of the company for serious offences. The team developed a strategy to ringfence the management and the shareholders from the criminal conduct, by emphasizing internal compliance measures taken to avoid such scenarios.

Representing a major Romanian financial institution in connection with historical claims associated with entities it had acquired, such as criminal investigations into alleged breaches of accounting and corporate laws by these entities, and complex proceedings stemming from claims of a former shareholder involved in financial scandals related to these entities. The law firm successfully navigated these proceedings with a focus on safeguarding the financial institution's interests during a major M&A transaction.

Representing major domestic and European companies in various sanctions-related matters as a result of EU sanctions imposed after the Russian invasion of Ukraine in relation to issues such as de-risking operations for groups with Russian subsidiaries, ensuring compliance in commodity imports to avoid breaching sanctions, and advising companies involving Romanian specialists in overseas projects to maintain compliance with sanctions rules.

Collaborating with other law firm's offices on major regulatory investigations and related English court proceedings for their global clients. Recently, they were involved in a major investigation ran by foreign prosecutors into alleged fraudulent trading activities and tax evasion, by reviewing key documents and preparing regulatory submissions. 

Specialist lawyers: Daniel Badea, Stefan Dinu, Sabina Crangasu, Vicu Buzac, Laura Costea, Andreea Cretan, Larisa Farcas.



Litigation and Dispute Resolution

Representing a global biotechnology firm in antitrust litigation challenging a EUR multimillion fine levied by the Romanian Competition Council. The fine was imposed for an alleged concerted practice aimed at boycotting the Romanian immunoglobulin market. The team has supported the client throughout the investigation, including representation at the hearing before the Romanian Competition Council, and are currently representing the client in proceedings seeking the annulment of the fine. Additionally, they are defending the same client in a private damages claim brought by an immunoglobulin distributor, which alleges losses due to the purported infringement.

Currently representing Premier Energy, a leading gas supplier in Romania, in a high-stakes dispute against Azomures, a chemical fertiliser manufacturer part of the Swiss group Ameropa. In October 2024, the law firm and ZVRP obtained an important victory in the court of first instance in favour of Premier Energy. The case is related to a gas supply agreement and involves complex legal and technical issues, including expert analyses in the gas industry. The outcome of this case is expected to have wide implications for future gas supply disputes.

Successfully represented a major Romanian bank in a protracted legal battle spanning nearly a decade, concerning a EUR  multi-million claim against the estate of a Romanian high-net-worth individual. The case involved complex issues of contract interpretation, specifically whether a guarantee could be classified as an ondemand autonomous guarantee (with liability transferable through succession). Courts at all three levels of jurisdiction upheld their arguments, as the Romanian Supreme Court recently dismissed the final appeals filed by the opposing parties. A notable achievement was the full recognition of their legal fees by the courts, which typically reduce the amounts awarded.

Advising and representing Banque Cramer (Switzerland) in enforcement and bankruptcy proceedings against City Insurance, once Romania's largest insurance company, now involved in one of the country's largest bankruptcy cases, with claims against the bankruptcy estate exceeding €1.9 billion. As the sole secured creditor in these proceedings, they have successfully assisted the bank in recovering the majority of its exposure. Recently, the team secured a significant victory in the Bucharest Court of Appeal, which upheld the bank's challenge against the liquidator's distribution of sales proceeds. The court's decision limited the liquidator's right to retain a provision amount and reduced the percentage of insolvency expenses borne by the client, resulting in an increased recovery of over €1 million.

Assisting a leading international medical equipment manufacturer in one of Romania's largest-ever public tenders for the supply of ambulances for the emergency services, valued at approximately €730 million. The client has successfully secured the contract for one of the lots and was also awarded contracts for two additional lots. However, a competing bidder has filed a challenge. The law firm is currently representing the client in these challenge proceedings to secure the contracts for the remaining two lots. 

Specialist lawyers: Simona Neagu, Stefan Dinu, Sabina Crangasu, Alexandru Viespe, Vicu Buzac, Andreea Cretan, Laura Costea, Larisa Farcas.



PPP Public Procurement

Advising Tekfen in multiple tenders for the construction of motorways in Romania, including the tenders for two lots of the A8 Tg. Mures-Tg. Neamt Motorway, valued at €1.2 billion. For one of the lots, the team represented the client in challenging the contracting authority's decision to reject Tekfen's bid. A key issue of the case was the bidder's right to amend its technical offer due to a software error, where absent such error, the bidder's offer would have been the most favorable both technically and financially. The case was definitively settled at the beginning of 2024.

Advising a leading international medical equipment manufacturer during one of the largest tenders for ambulances ever launched in Romania, valued at approx. €730 million. Their client has successfully secured the contract for one of the lots. The law firm is currently assisting the client in defending against the challenges filed by the second-ranked bidder, in the remaining two lots.

Advising a leading international pharmaceutical company in a tender for procurement of vaccines, valued at approx. €130 million. The law firm is currently assisting the client in challenging the contracting authority's substantial amendments to the tender documentation and their failure to properly adjust it to allow bidding for all available types of vaccines on the market.

Successfully representing a leading Austrian construction company regarding a large tender for roads rehabilitation in Bucharest. The court admitted the client's appeal, overturning the initially unfavorable decision issued by the administrative body. As a result, the client was awarded the contract.

Representing a major Romanian ambulances manufacturer in challenging the decision of the contracting authority to award the contract to another bidder. The client mainly contested the bidder's insufficient similar experience. The case was definitively settled in mid-2024. 

Specialist lawyers: Andreea Sisman, Simona Neagu, Alexandru Viespe.



Employment

Advising the Romanian branch of one of the world's largest snacks companies on preparing internal restructurings, review of internal regulations applicable in the group companies, dealing with conflict between employees and termination of employment relationships of management employees.

Advising a client in dealing with complex internal conflictual situations, that culminated in successfully defending several moral harassment claims.

Advising a multinational automotive company on a dealing with labour inspections and requirements from the local labour authorities, including full revision of the internal regulations and employment agreements used by the company in relation to its employees, as well as in re-designing its working schedule and dealing with collective labour negotiations related obligations.

Advising a private equity group in designing and implementing management incentive schemes for the companies in its portfolio.

Advising a major bank in dealing with the creation of a new union, including on potential conflicts of interests between union leaders and the company management; advising on communication with union in the context of corporate transactions. 

Specialist lawyers: Loredana Ralea, Simona Neagu, Sabina Crangasu, Ecaterina Burlacu, Roxana Barboi, Madalina Paladi.



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