FILIP & COMPANY
E-mail: [email protected]
Web: www.filipandcompany.com
Most senior representative: Cristina Filip, Managing Partner
No. of local partners: 14
No. of lawyers: 80
Year founded in Romania: 2008
Offices in Romania: Bucharest
Partners and heads of practice
Cristina Filip has a broad expertise in M&A transactions and corporate matters, representing clients in complex high-profile deals, multi-lawyered partnerships and large restructurings across various sectors, including financial services, energy and natural resources, media and automotive. Energy is a key area for which Cristina is recognised as leading legal expert.
Alex’s main areas of focus are mergers and acquisitions (including private equity transactions) and capital markets. His background includes diverse experience in other areas such as privatisations, telecommunications and IT, real-estate, project financing, energy and banking. Previously Alex has worked for seven years in the Bucharest, London and Paris offices of a Magic Circle firm and has acted on projects in a large number of jurisdictions in CEE, CIS as well as Western Europe.
Alina heads the Finance department and the Energy and Projects practice of Filip & Company. She advises sponsors, lenders, equity investors, lenders and contractors on a wide range of matters (including financing transactions, acquisitions and mergers, joint ventures, regulatory, structuring and contractual matters). Her experience covers sectors such as financial services energy and infrastructure, where she advised on some of the most noteworthy deals in the sector.
Alexandra has advised clients in complex multijurisdictional finance transactions, restructuring deals, banking regulatory matters, as well as in high profile acquisitions carried out in the financial sector and some of the most significant transactions related to sale of performing and non‑performing loan portfolios. Before joining Filip & Company, Alexandra has worked in the Bucharest office of a Magic Circle law firm.
Catalin is providing the entire spectrum of day-to-day advice on competition matters, overseeing competition trainings and mock dawn raids. Prominent competition-related matters include assisting a leading oil and gas group in EU and local cases, leading IT company in a complex bid-rigging case, as well as assisting one of the largest telecom operators in several investigations, some finalized with the application of the first commitments procedure in the telecom sector. Catalin has also been involved in competition proceedings in other industries.
Catalin has brought together some of the brightest and dedicated legal minds to form the fastest- growing Dispute Resolution practice in Romania. He coordinates a number of mandates with the potential to open up new markets and trade routes for Romanian undertakings. Highlights include representing RCS & RDS in its unprecedented challenge against the monopoly of several power distribution companies, Hidroelectrica in court proceedings in defence of its right to directly export energy in the EU and the financial services regulator in defense of its decision to institute special administration proceedings against the largest Romanian insurance company.
Ioan Dumitrascu coordinates the Commercial Department in Filip & Company. His main specialisations are Employment law, Corporate/M&A and commercial contracts. He gained also extensive experience in private equity deals, restructuring and insolvency and public procurement. Ioan has assisted clients concluding successful deals in automotives, energy, retail, food & consumer goods, pharma, telecom, financial services or IT. Highlights include the acquisition by a major international car manufacturer of a plant in Romania, the restructuring of a multinational industrial company employing thousands of employees in Romania, reorganization of the remuneration system and of the labour relationships or the 3.75 billion Euro sale of the largest Romanian bank.
Ioana’s main specializations are real estate, projects & infrastructure and public procurement. Her expertise includes structuring of complex transactions from acquisitions to exits, development and financing of real estate projects, leasing, private-public partnership in real estate projects, infrastructure projects, health and safety regulations, arbitration and general litigation, commercial contracts, as well as various regulatory matters related to development of real estate and wind farm projects. Ioana has also advised several major local and foreign energy companies with respect to the development or acquisition of wind projects in Romania including aspects related to securing land rights for the project, during the permitting phase and the development phase.
Eliza’s main practice areas are corporate and M&A, capital markets and banking. Eliza has advised on corporate, financing and regulatory matters on some of the most complex transactions on the Romanian market in recent years.
Olga’s primary practice areas are Capital Markets, M&A and Corporate. She gained extensive experience in debt and equity capital markets transactions in Romania, M&A projects, legal due diligence, corporate governance and general corporate advice for private and publicly traded companies. Her background includes diverse experience in areas such as telecommunications and banking. Olga has advised on some of the most significant M&A and capital markets transactions in Romania in the past years.
Monica Statescu is a partner in the Corporate and M&A department at Filip & Company. Monica’s primary practice areas are corporate and M&A, capital markets and intellectual property. Her background includes diverse experience in other areas such as privatizations and energy. Monica has advised on some of the most significant M&A and capital markets transactions in Romania in the past years, as well as on complex software development and licensing agreements.
George Trantea has over 16-years of experience in dispute resolution projects. George specialises in public law litigations (fiscal, administrative, fair competition) and has a significant experience in assisting and representing clients in complex commercial disputes as well as in domestic and international arbitration cases. George is a member of the Bucharest Bar since 2008 and of the Paris Bar since 2013 and has an LL.M in private international law and commercial international law from the Paris 1 Pantheon-Sorbonne University.
Silviu focuses on competition and pharmaceutical and life sciences matters. Silviu also has extensive expertise in contract law, with a focus on drafting and negotiating commercial agreements in various sectors, such as automotive, pharmaceutical or food retail. Highlights of his recent work include assistance in a multi-jurisdiction merger clearance procedure in the financial sector involving proceedings before both the European Commission and the Romanian Competition Council, obtaining clearance from the Romanian Competition Council in a highly complex merger in the pharmaceutical sector or implementing a complex competition compliance program for a large client.
Cristina’s main specialization is employment law, field in which Cristina holds a master’s degree from the Faculty of Law, University of Bucharest. Cristina is assisting clients active in various industries, some of the core and recurrent topics in her activity covering: major restructurings projects, assistance with the employment side in M&A transactions, TUPE restrictions, collective negotiations, collective litigations with unions, requalification of civil contracts with contractors, individual negotiations for termination cases or managing sensitive situations with top management. In the litigation field, Cristina coordinated cases that reached notorious successes for our clients, privately or publicly owned, saving hundreds of millions of EUR for the companies represented in court.
List of the most representative projects
Assisting Banca Transilvania in the acquisition of OTP Bank Romania (a top 10 Romanian bank), OTP Leasing and OTP Asset Management, alongside with several other regulated and unregulated group entities thereof.
Assisting DIGI Romania and its Spanish subsidiary, DIGI Spain Telecom, on one of the biggest infrastructure transactions of the year in Europe concluded with Sota Investments Spain OpCo, a company controlled by a consortium formed by Macquarie Capital, abrdn and Arjun Infrastructure Partners, some of the largest international infrastructure funds, for the sale by Digi Spain of an FTTH network developed in 12 provinces in the regions of Madrid, Segovia, Avila, Castilla-La Mancha, Comunidad Valenciana and Murcia.
Assisting Renault Group on the carveout and sale of its combustion and hybrid engines (including engines and gearboxes), together with the preliminary restructuring operations and assistance pertaining the completion of the reorganisation (including the implementation of a very complex partial spin-off and of an intra-group asset sale). The target is the largest industrial company in Romania (and Romania’s largest exporter) and the carve-out has resulted in a e-vehicle focused company.
Specialist lawyers: Alexandru Birsan, Cristina Filip, Alina Stancu Birsan, Monica Statescu, Catalin Suliman, Alexandra Manciulea, Rebecca Marina, Camelia Iantuc, Marius Gheldiu, Raluca Bita, Sandra Danciu, Anca Badescu, Diana Gavra, Bianca Gheorghe, Simona Ungureanu, Monica Popa, Valeriu Iliescu.
Banking
Assisting as lead counsel Digi Romania (former RCS & RDS), one of the leading media and telecommunication companies in Romania, in connection with the contracting of two export credit facilities in an aggregate amount of approx. €117 million entered into with Citibank Europe for the purpose of financing the acquisition of assets and services for the development of the company’s communication networks in Romania and Portugal. Simultaneously, they have assisted the client’s Spanish subsidiary, Digi Spain Telecom, as borrower, in connection with the entering into an uncommitted and unsecured credit facility agreement in an amount of €50 million with Banco Santander.
Advised as lead counsel a syndicate of banks including UniCredit Bank, Raiffeisen Bank, Banca Comerciala Romana, ING Bank and OTP Bank Romania in the €127 million financing of Green Group, the largest integrated waste recycling group in Central Europe.
Assisting Fondul Proprietatea with respect to the sale of its entire shareholding within the initial public offer of S.P.E.E.H. Hidroelectrica. This is the largest IPO in the history of offers in Romania so far and the largest IPO in Europe in 2023. The initial public offer for the listing of the shares on the Main Market of the Bucharest Stock Exchange took place between 22 June and 4 July 2023, Hidroelectrica becoming listed on 12 July 2023, being the company listed on the Bucharest Stock Exchange with the highest capitalisation.
Assisting Banca Transilvania in relation to the implementation of (i) an €1 billion Euro Medium Term Note Programme established in April 2023 and public offering and the issuance of non-preferred eligible notes in value of €7.9 billion listed on the Irish Stock Exchange; and a series of Tier 2 subordinated notes in value of €200 million listed on the Bucharest Stock Exchange; and (ii) an €1.5 billion Euro Medium Term Note Programme established in November 2023 and public offering and subsequent listing on the Irish Stock Exchange and the issuance of a first series of non-preferred eligible sustainable notes in value of €500 million.
Specialist lawyers: Alexandru Birsan, Alina Stancu Birsan, Olga Nita, Alexandra Manciulea, Rebecca Marina, Andrei Banescu, Sandra Danciu, Anca Badescu, Camelia Iantuc, Marius Gheldiu, Bianca Gherghe.
Energy and Natural Resources
Assisting Next Energy Partners in relation to several disputes against major market players arising out of power sale-purchase agreements (including EFET format contracts). Such players include a major heavy industry producer, a major player in the distribution of power and gas, a major player involved in the regional distribution of energy and a producer of heating. The team so far successfully secured the client’s interests and won several court cases.
Assisting Fondul Proprietatea in the sale of its minority shareholdings in several companies pertaining to the Enel group (E-Distributie Muntenia, Enel Energie Muntenia, E-Distributie Dobrogea, E-Distributie Banat and Enel Energie) in
the context of Enel’s sale of its business in Romania. The firm’s assistance included structuring the transaction, preparing and/or reviewing the transaction documents and extensive negotiations with the other party.
Assisting Fondul Proprietatea in the sale of its minority shareholdings in Engie Romania Group to the majority shareholder of the Engie Romania Group, i.e. GDF International. The assistance included, structuring the transaction and negotiations with the other party of the transaction documents.
Specialist lawyers: Alina Stancu Birsan, Cristina Filip, Alexandru Birsan, George Trantea, Alin Grapa, Lavinia Cazacu, Malina Palade, Andreea Banica.
Competition
Assisting the VIG entities during the entire administrative procedure before Romanian Competition Council, starting with the dawn raids and ending with the hearings before the authority. The Romanian Competition Council investigated alleged practices of exchange of sensitive information between insurance companies via UNSAR (the national insurance companies’ association) and applied significant fines.
Assisting Edenred Romania in the investigation launched under Order of the President of the Competition Council no. 710/12.06.2023 regarding the possible infringement of Art. 5 (1) of the Competition Law and Art. 101 (1) of the Treaty on the Functioning of the European Union by the undertakings Edenred Romania, Sodexo Pass Romania and Up Romania, on the market for the issue and sale of vouchers.
Assisting CIT One, one of the largest cash services companies in Romania with respect to the implementation and compliance with the commitments undertaken in the context of the transaction (approved by the Romanian Competition Council) by which three of the largest banks in Romania became shareholders of CIT One.
Specialist lawyers: Catalin Suliman, Silviu Vasile, Catalin Alexandru, Roxana Rosca, Tudor Popa, Liliana Dranca, Roxana Rosca, Ruxandra Tenea.
Real Estate
Assisting Magnet Developments, a prominent residential developer in Romania, in relation to the development of the Amber Forest residential project outside Bucharest with over 700 homes. This development stands out as one of the largest and most luxurious green residential projects in the city.
The firm is providing comprehensive legal assistance to Kingfisher PLC, a prominent British group and one of the largest European DIY chains. Kingfisher PLC operates in Romania under the wellknown Brico Depot brand. The firm’s work primarily involved handling a range of real estate and leasing matters pertaining to their extensive portfolio of 32 DIY units located across Romania.
Assisting Remarkt Magazine (formerly known as Real Hyper Magazine) in connection with post-closing corporate and business restructuring and postclosing disposal of the acquired real estate platforms, following the acquisition from the Metro Group of the company that operated the last four Real hyperstores in Romania, as well as in relation to the acquisition of the real estate platforms on which the stores are located.
Specialist Lawyers: Ioana Roman, Mihaela Ispas, Alexandra Zastavnetchi, Roxana Iordache, Ionut Blidar, Alina Savastre.
Litigation and Dispute Resolution
Assisting Auchan Romania in a challenge against an order of the National Authority for Consumer Protection which tried to stop the company from using the Nutriscore labelling.
Advising the Financial Supervisory Authority in defending the regulator’s decision to withdraw the business licence of Romania’s largest insurance company until 2021 (Euroins).
Representing Colonnade in first instance in an insurance claim initiated by Radisson Hotel Group for business interruption.
Specialist lawyers: Catalin Alexandru, George Trantea, Alin Grapa, Liliana Dranca, Razvan Ionescu, Adrian Cristea, Mara Udrescu, Adrian Zamfir.
Tax
Assisting EFA DYNAMIC TRADE FINANCE FUND, an international investment fund, in a lawsuit seeking the annulment of a tax decision of the fiscal body which had established an additional tax base of over €1 million. The case relates to the sale of immovable assets from an insolvent company to one of its affiliates.
Assisting Zentiva Group in two cases against the Fiscal Authorities requesting the annulment of tax decisions by which the client was obliged to pay certain amounts as corporate tax and VAT.
Assisting Delfingen RO Transilvania in several stay actions claims and annulment claims regarding the decisions of the tax authorities on additional corporate income tax and VAT.
Specialist lawyers: George Trantea, Razvan Ionescu, Daniel Mazilu, Adrian Cristea, Alin Grapa, Adrian Zamfir, Eduard Morariu.
PPP Public Procurement
Assisting Porsche Romania in over 20 public procurement procedures (direct attribution, public tenders or negotiation procedures) relating to the purchase of automobiles by Romanian contracting authorities.
Assisting Synergy Construct, a major player in civil constructions, in a public procurement procedure initiated by the Ministry of Health of Romania regarding civil works for the construction and modernisation of hospitals in Bucharest and Timisoara.
Assisting the companies from the Medicover/Synevo Group, one of the largest medical services and laboratories in Romania with various public procurement issues.
Specialist lawyers: George Trantea, Silviu Vasile, Daniel Mazilu, Adrian Zamfir.
Employment
Advising British American Shared Services (Europe) during sensitive litigation with several employees, all of which involved tailoring complex and unique legal solutions.
Advising Atos IT Solutions and Services in various employment law matters, including managing the relationship with the relevant trade union, assistance with the collective negotiations or employment related aspects in the context of various transactions (including TUPE implication and restrictions).
Assisting Magnapharm Marketing & Sales Romania on complex labour law matters, including employment termination structures.
Specialist lawyers: Ioan Dumitrascu, Cristina Tudoran, Razvan Ionescu, Bianca Chera, Alexandru Moraru, Madalina Cristache, Teodor Trandafir.