Tel: +40 21 307 15 00
Most senior representative: Victor Constantinescu, Managing Partner, Co-head of the firm-wide Real Estate Sector
No. of local partners: 5
No. of lawyers: 24
Offices in Romania: Bucharest
Representative clients include: Dacian Petroleum, Highlander Partners, ING Bank, Inteva Products, Liberty Steel, Lion’s Head Investments, Mastercard, MET Group, Resolution Property, Zeus Capital Management.
Partners and heads of practice
With almost 20 years’ experience, 15 of which in Romania and CEE/SEE, Victor Constantinescu has worked on numerous transactions worth in total over EUR 2 billion. He is widely seen as a leading practitioner in Romania, being ranked as top-tier by all legal guides for years in a row. His expertise lies in making deals happen.
Iustinian Captariu is the leader of Kinstellar’s local Energy and Competition practices, actively involved in Infrastructure and Projects, M&A and joint ventures, Environment and Life Sciences matters. He has more than 12 years of experience in advising local and international clients on all aspects of the law, having led some of the most important transactions on the market in all fields above mentioned.
Remus Codreanu is the leader of Kinstellar’s Romanian Dispute Resolution, White-collar Crime and Intellectual Property practice areas, also routinely involved in Public Procurement and Insolvency matters. His more than 15 years of experience in advising companies (active in all sectors of activity) on both non-contentious and contentious sides, enhance Remus to win the vast majority of the cases in which he acts for the client companies.
Zsuzsa is a Partner in Kinstellar’s Bucharest office. She has over 12 years of extensive experience advising companies on corporate mergers and acquisitions and other cross-border transactions/restructurings, including joint ventures and business transfers. Her expertise also extends to banking and finance, capital markets transactions and financial regulatory matters, coordinating teams locally and cross-border.
Razvan Popa is the Head of the Romanian M&A practice, co-head of firm-wide Private Equity sector, also leading the Restructuring & Insolvency and Technology, Media & Telecommunications practice areas. He has more than 20 years of experience in advising on mergers and acquisitions, restructuring, disinvestments and transfer of business projects, having coordinated some of our office’s landmark transactions.
List of the most representative projects
The firm advised Highlander Partners, a leading US private investment firm making direct private equity and mezzanine investments throughout North America, the United Kingdom and Central Europe, on the acquisition of a majority stake in Sano Vita, one of the most reputable and trusted food brands in Romania.
The law firm advised Bain & Cinven-backed Stada Arzneimittel (a leading manufacturer of high-quality pharmaceuticals based in Germany) on the acquisition of Walmark, a reputed manufacturer of consumer health products in Central Europe from Mid Europa Partners. This was a cross-border matter and Kinstellar advised the buyer on the Bulgarian, Czech, Hungarian, Romanian and Slovak legal issues and involved large teams. The deal allowed Stada to further internationalise its overall business and access more markets.
The law firm advised reputed UK steelmaker Liberty Steel on the €740 million acquisition of ArcelorMittal’s European assets; under the deal, Liberty has acquired seven steelmaking units, the steel factories in Ostrava in the Czech Republic and Galati in Romania, as well as steel mills in Skopje (North Macedonia), Piombino (Italy), Dudelange (Luxembourg), two factories near Liège (Belgium) and five service centres which in total employ 14,000 people. It was a cross-border matter also involving the team in Prague and it allowed Liberty to turn into one of the largest steelmakers globally.
The firm advised Canal+ Group on the Romanian law aspects of its cross-border acquisition of M7 Group (matter value of €1 billion), one of the largest independent pay-TV operators in Europe, operating in Benelux, Germany and Central Europe; the acquisition would allow Canal+ Group to expand into 7 new European countries. It was a cross-border matter and the team’s advice centered around a due diligence investigation and a comprehensive analysis of various regulatory matters.
The firm advised Inteva Products, a global automotive supplier, on the Romanian law aspects of the global sale of its roof business to CIE Automotive, an international industrial group that designs and produces components and sub-assemblies for cars. The team advised on specific transaction documentation, pre-closing group restructuring, legal aspects of the supplies in the transition period, and specific changes to the current financing lines.
The firm advised BriseGroup, a significant local player in the grain and agricultural input trade, on the agreement with CEE Equity Partners regarding the modernization, integration and development of 15 grain silos and logistics hubs, with BriseGroup thus becoming a valued grain origination client of the first agriculture infrastructure platform in Romania, Bristol Logistics, which offers open access to farmers and traders operating within the catchment areas served by its network.
Specialist lawyers: Zsuzsa Csiki, Razvan Popa.
The law firm acted for UniCredit Bank in connection with putting in place an €580 million cross-border secured syndicated financing to the Affidea group, the largest, most successful pan-European medical service provider specializing in diagnostics investigations, clinical laboratories and cancer treatment services with five obligor companies in Romania and related separate security packages thereto. The transaction also involved complex structuring matters and coordination with several jurisdictions - Budapest, Istanbul and Prague.
Assisted a syndicate led by ING Bank N.V., Unicredit Bank and Citibank N.A., London Branch, on the Romanian law segment of a secured financing in relation to an €150 million financing to the Digi Group for the acquisition of 5G licenses in Romania and Hungary.
The law firm assisted Liberty Steel on the Romanian law aspects of a complex financing for purpose of acquiring the regional steel business in the ArcelorMittal group. The teams in Bucharest and Prague further advised the client on the landmark acquisition of Arcelor Mittal’s assets. This challenging secured acquisition financing deal was extremely complex since it involved multiple phases and assistance from several practice areas at the same time, all in a very tight process.
Assisted its long-standing client, Inter Cars Group, on its most recent financing in a club deal financing of €332 million. This matter is a complex cross-border secured financing, with design of new security structure for Romania as well as tight timeframes and related coordination with parties and counsels in several jurisdictions.
Assisted Credit Suisse on the Romanian law aspects of a €30 million single-currency term facilities agreement to the subsidiaries of the Sarantis Group, one of the leading consumer product companies almost a century old.
The law firm is advising ING Bank on a €40 billion Global Bonds Issuance Programme, a complex financial regulatory and capital markets matter aimed at implementing in Romania a type of bonds issuance programme designed initially for other markets, also involving innovative structuring and interaction with local regulators.
Specialist lawyer: Zsuzsa Csiki.
Energy and Natural Resources
The law firm is advising Dacian Petroleum, a corporation formed by US oil investors, on the upstream acquisition of 40 onshore oil fields from OMV Petrom (including drafting documentation for obtaining NAMR approval, merger control analysis and intensive negotiations of the business transfer agreement). The team is essentially involved on all aspects of the transaction. The matter also includes complex environmental and abandonment issues related to the upstream sector in Romania and is the biggest onshore transaction in Romania in 2019 - 2020.
The firm's local team is advising a Canadian corporation on multiple public award procedures concerning the Cernavoda Nuclear Power Plant with the team advising on all aspects regarding the participation of the client in the investment, including energy and nuclear regulatory, public procurement, corporate, service contracts, EURATOM notifications, etc.
Advising a multinational utilities company on all regulatory, contractual and Romanian law aspects regarding its long-term gas contract with Black Sea Oil & Gas.
Advising a Hungarian giant in the energy sector, on the gas purchasing contracts from the Black Sea, involving complex structuring, negotiations, regulatory aspects, etc.
The firm's local team is advising a confidential Swiss energy player on complex disputes with 2 main steel producers in Romania. Advice involves court claims and energy supply and regulatory matters derived from the agreements with the suppliers.
Specialist lawyer: Iustinian Captariu.
Advised Highlander Partners, a leading US private investment firm making direct private equity and mezzanine investments throughout North America, the United Kingdom and Central Europe, on the competition law aspects of the acquisition of a majority stake in Sano Vita, one of the most reputable and trusted food brands in Romania. The transaction included complex negotiations as well as obtaining the merger control clearance.
The law firm advises Perrigo, an Irish-registered manufacturer of private label over-the-counter pharmaceuticals, on day-to-day competition advice in Romania, including on a competition law compliance audit and in a sector inquiry from the Competition Council.
Advised East Agro Input on the creation of a joint venture and obtaining the Competition Council clearing, with the team advising on sensitive aspects regarding full functionality and relationship with the parent undertakings, as well as complex assessments and discussions with the Competition Council.
The law firm is advising MasterCard on a day-to-day basis regarding various competition law matters.
Advising its confidential client, a leading company offering leasing services, on a high-profile investigation carried out by the Romanian Competition Council on the financial services market.
Specialist lawyer: Iustinian Captariu.
The law firm has successfully advised the joint venture between Resolution Property (based in the UK, a member of the Fosun Group, a major Chinese conglomerate and investment company) and Zeus Capital Management (a leading international real estate investment and asset management firm), on the successful acquisition of Floreasca Park, one of the leading office complexes in Bucharest, Romania, from GLL Real Estate Partners, reputed German real estate fund manager. It involved a complex due diligence, structuring, title insurance negotiations, and negotiation of financing documents; it also involved a simultaneous €60 million+ financing from Erste Group AG under an English law facility.
The firm has successfully advised Ideal Projects, a joint venture between the Vetimex and Mirus groups, now doing business as Vetimex Business Centers, on the negotiation, signing, closing and refinancing of the Cluj-based Vivido, Advancity, and Cube office projects, the largest prime property transaction outside of Bucharest in 2020. The three projects represent the newest additions to Class-A Cluj office stock and exceed 18,000 sqm of GLA. The team's work on this matter included all aspects of the transaction: due diligence, negotiating and signing all transaction documentation, title insurance, refinancing, and regulatory matters.
Advised Lion’s Head Investments, a joint venture controlled by the property division of Old Mutual, South Africa’s largest insurance company, and owner of income-producing commercial properties in Central and Eastern Europe, on the closing of Lion’s Head Investments’ acquisition of Building C in Oregon Park from Portland Trust (the firm's team previously worked on the acquisition of Building A and Building B in June 2018 in a complex, cross-border matter involving both our Romanian and Bulgarian offices). The law firm's Bucharest team tackled all aspects related to the acquisition, including detailed due diligence of the property, negotiation of share sale-purchase and forward purchase agreements, title insurance review and numerous other ancillary documents. The acquisition of Oregon Park C was one of the largest Romanian office transactions in 2019.
Advised FirstFarms, a Denmark-based leading investor in agriculture in Eastern Europe, on the acquisition of a significant amount of agricultural land from NCH Capital, one of the largest owners of agricultural land in Romania and a $3 billion private equity firm based in New York, and on the subsequent sale of a farm of approximately 1,700 ha in western Romania.
Advising Element Industrial, the industrial division of the leading Romanian property developer, Ionut Dumitrescu, in a joint venture with one of Romania’s largest retail companies active in the field of construction materials and design, Dedeman, on the sale of ELI PARK 1, an industrial park with a total area of 50,000 sqm, and located in the north-west side of Bucharest.
Specialist lawyers: Victor Constantinescu, Razvan Popa.
Litigation and Dispute Resolution
The law firm is currently advising its confidential client, one of the world's largest global automotive suppliers, on a cross-border contractual dispute with 2 suppliers relating to breach of contractual clauses and defective products. The team has also successfully advised and represented the client on an employment litigation matter in Romania concerning alleged unlawful dismissal and related moral damages claims.
Successfully advised and represented its confidential client, a worldwide professional sports organizer, in a high-value, complex and sensitive court case involving cross border issues, including coordination with lawyers in the US, Cyprus and Spain, and tort, regulatory and sports’ law matters.
The firm is currently advising and representing its confidential client, an electrical products manufacturer dedicated to the aviation industry, in court proceedings challenging the procedure organised for the modernization of a specific Romanian military airplane into an advanced trainer and light attack aircraft (following the procedure, the client was declared winner but the result was challenged for alleged breach of the local public procurement rules).
Advising its confidential client, a reputed company providing software services to financial institutions, on the compensation claims raised by a former employee for having performed overtime including assistance and representation in the litigation phase of the matter.
Advising its confidential client, a leading CEE project management services provider, on a high-value and complex litigation matter with a client regarding alleged contractual breaches.
Specialist lawyer: Remus Codreanu.
PPP Public Procurement
Advising a consortium of international companies on the PPP project for the Targu Neamt - Iasi motorway valued at over €1 billion.
Advising a consortium of international companies on the Metrorex tender for the Metro line phase 1: 1 Mai - Tokyo stations valued at approx. €265 million.
Advising Siemens on various public procurement aspects in connection with public tenders in which the client participates either as bidder or as subcontractor and/or third supporting party (industrial infrastructure projects focusing on engineering, IT and development services acquisition).
Advising a confidential client, one of the leading natural gas exploration companies to work locally, on various public procurement aspects relating to their exploration and exploitation gas project in the Black Sea.
Advising a confidential client, an Israeli pharmaceuticals company, on various areas of public procurement processes and related proceedings concerning the public health system in Romania.
Specialist lawyers: Iustinian Captariu, Remus Codreanu.
White Collar Crime
Advising its confidential client, a Japanese IT services vendor, on complex and sensitive contentious matters related to ongoing investigations with the matters also involving liaising with the prosecution in white-collar crime cases concerning several projects in Romania.
Advising its confidential client, a leading engineering and manufacturing company, on a complex, very sensitive and cross border matter involving white-collar crime, money laundering, employment and contractual law issues.
Avising its confidential client, an international leader in the medical waste services, on a complex and very sensitive matter involving white-collar crime, environmental regulatory, employment and contractual law contentious issues, as well as an ongoing related white-collar crime case.
Advising its confidential client, a reputed local retailer of furniture and home decorations, on two complex white-collar crime cases involving both criminal and civil law angles related to certain property ownership matters.
Advising its confidential client, a leading expert in the treatment, purification and processing of sediments, soil, groundwater and industrial waste substances, in a complex white-collar crime case regarding suspected criminal offences of tax evasion.
Specialist lawyer: Remus Codreanu.