D&B DAVID SI BAIAS SCA
Tel: 00 40 021 225 3770
Fax: 00 40 021 225 3771
E-mail: [email protected]
Web: www.david-baias.ro
Most senior representative: Sorin David, Managing Partner
No. of local partners: 7
No. of lawyers: 43
Offices in Romania: Bucharest
Representative clients include: OMV Petrom, Orange, HeidelbergCement, BRD - Groupe Societe Generale, Lukoil, Enel, Oracle, Altex, Reckitt Benckiser, Fan Courier.
Partners and heads of practice
SORIN DAVID, Managing PartnerSorin David is specialized in banking, non-banking market, financing, securities, insurance, financial institutions, corporate governance, consumer protection. Sorin was involved in various due diligence projects and financial services market transactions. His expertise also includes M&A, antitrust, real estate. Sorin achieved great deal of expertise in corporate and commercial law, competition law, consumer protection. He advised clients during complex transactions, being involved in several major acquisitions and business restructuring assignments in Romania. He has extensive experience with state aid and great deal of expertise in competition field that covers all the aspects of the commercial projects, ranging from negotiation, in depth legal analysis of title, structuring of transaction, closing and post-closing implementation.
ANDA ROJANSCHI, PartnerPartner of D&B David si Baias, coordinating Corporate M&A practice. Experienced in negotiation, structuring of corporate and real estate deals; coordinated legal due diligence; advised and assisted clients during negotiations. Strong expertise in corporate law; coordinated restructuring projects, establishment of companies, structuring of partnerships, drafting of management contracts. Anda has experience in negotiation and structuring of complex corporate and real estate deals, coordinating legal due diligence work, advising and assisting clients during negotiations and on all transaction related matters, up to a successful closing. Other competences: environmental law, energy regulations, employment law.
DAN DASCALU, PartnerPartner of D&B David si Baias, coordinating Litigation practice. Member of the Bucharest Bar since 1997, Dan has experience in civil and commercial law, as well as in administrative and procedural matters. His expertise in the fields of tax, labour and commercial legislation is extensive. Dan Dascalu has been ranked in Band I under the Tax Section for lawyers of both Chambers and Partners and Legal 500 international directories.
Amelia Teis, PartnerAmelia Teis joined D&B David and Baias team in 2014, being specialized in administrative, commercial and public procurement disputes. With over 15 years experience as a trial lawyer, she has successfully represented numerous local and multinational companies before the Romanian courts, as well as the national and international arbitration courts in complex actions in the sectors: utilities, infrastructure or constructions, medical, energy and natural resources, defense and security. Amelia is also recognized as a specialist in public procurement.
Adrian Ster, PartnerAdrian is the coordinating partner of the competition practice with an experience of over 15 years. He has provided legal assistance to a large number of clients in different economic and industrial sectors, including oil and gas, food, transport, telecom, pharmaceutical, FMCG, retail, financial and banking, automotive, media, agricultural or construction. The assistance Adrian provides includes representing clients in investigations initiated by national or European competition authorities on cartel arrangements, vertical agreements or abuses of dominant position, in merger notifications, regarding the negotiation of commitments or recognitions and the filing of applications for clemency.
Ana Maria Iordache, Partner Ana Maria has over 10 years of experience in tax and administrative litigation, successfully representing numerous clients both before Romanian authorities and courts, and in proceedings before the Court of Justice of the European Union. She has gained extensive expertise in many complex cases in which she provided legal services to a large number of clients, national and international companies, in various industries such as oil and gas, construction, automotive, pharma, telecommunications, and retail. Her scope of practice includes a wide range of litigations in the areas of tax law, administrative law, competition law, personal data protection, as well as disputes arising from enforcement proceedings.
Mihail Boian, PartnerMihail Boian joined the D&B team nine years ago, being a graduate of Law School of the University of Bucharest and he is a member of the Bucharest Bar Association since 2009. In his professional activity he has assisted and / or represented clients in various disputes related to income tax, VAT, calculation and payment of excise duties, local taxes or social securities. In recent years, he has been involved, in particular, in complex cases related to transfer pricing that have involved assistance before the courts and also before the tax authorities in the amicable procedures carried out in order to eliminate double taxation under the double taxation treaties and the Arbitration Convention.
List of the most representative projects
Assisted Romanian drug distribution and retail business Farmexim/Helpnet in the transaction with german group Phoenix, a leading European healthcare provider.
Assisted healthcare provider Regina Maria in the transaction with Premiere Hospital and also with Genetic Laboratories in Bucharest and Cluj.
The law firm performed the due diligence analysis on Focus Sat Romania SA and punctually assisted M7 Group in the acquisition of Focus Sat Romania SA and the completion of the transaction.
Assisted the healthcare provider Sanamed in the transaction with Fresenius, a leading global healthcare group.
Assisted CRH in the takeover of certain assets located in the west part of Romania from Pomponio, a company active in the field of constructions.
Specialist lawyers:Sorin David, Anda Rojanschi, Cristina Paduraru, Romana Petre, Adina Oprea, Andreea Tortov, Mihaela Papandreia, Alice Spridon, Carmen Cretu.
Banking
The law firm provided extended legal assistance to a Romanian credit institution regarding the restructuring scenarios of its activity by transforming into a branch an EU credit institution.
The law firm provides legal advice to an international group that intends to authorize a payment institution in Romania, offering multiple solutions to meet the business needs of the group, as well as assistance in drafting the authorization file at National Bank of Romania.
Assisted Cascade Park Plaza, owner of a large real estate office building in Bucharest, from securing a €17.85 million loan facility from Garanti Bank to refinance an existing loan facility with Piraeus Bank and National Bank of Greece, as well as fulfilling other business objectives of the company. The law firm assisted in reviewing the entire financing documentation, drafting the required corporate approvals, negotiating with the financing bank as well as the refinanced banks, assistance at signing and closing.
The law firm has assisted and is currently assisting a number of companies, both in the financial services sector and in other business field, such as agriculture or pharma, to implement remuneration schemes in the form of Stock Option Plans. The assistance includes extensive legal advice on the implications of the plan, as well as drafting the entire plan documentation.
The law firm is currently performing a sell-side legal due diligence over a local credit institution, analyzing the main areas of the bank’s activity, with a view to facilitate a potential transaction for the bank’s shareholders.
Specialist lawyers:Sorin David, Ovidiu Bold, Catalina Ilie
Energy and Natural Resources
The law firm provides constant support and advice to OMV Petrom on regulatory matters with impact on client’s current activity and projects in Romania.
Assisting ENI during the court proceedings initiated by the client for the annulment of the Competition Council’s decision imposing a fine of approximately €2.6 million.
The firm provided legal assistance with the drafting of all documentation necessary for the purpose of selecting the intermediary, financial institution/consortium of financial institutions, in charge with trading Electrica stocks on the stock exchange market. Legal assistance during the meetings of Electrica board of directors, the Ministry of Economy/Department of Energy and the Energy Privatisation Department. Legal assistance during the evaluation process of the tenders submitted following the awarding notice for selecting a broker to trade Electrica on the stock exchange market. Legal assistance with drafting various opinions on the tendering process.
Specialist lawyers:Sorin David, Anda Rojanschi, Ovidiu Bold, Dan Dascalu, Ana-Maria Iordache, Ioana Cercel, Adina Oprea, Lucian Bozian.
Competition
Assisted 3 companies in an investigation into alleged bid rigging agreements on the Romanian market for wood acquisition.
The law firm is providing legal assistance to a cement manufacturer during the investigation launched by the Competition Council on the Romanian cement market.
Assisted the main players on the tourism service market in the investigation launched by the Competition Council in 2015 having as object an alleged exchange of sensitive information.
The law firm is assisting a client in wholesale petroleum distribution business in various competition matters.
Assisted a client in an investigation regarding anti-competitive agreements on the market of meters and related equipment for measuring electricity.
Specialist lawyers:Sorin David, Adrian Ster, Lucian Bozian, Sonia Voinescu, Raluca Maxim.
Real Estate
The law firm gave assistance to B. Braun, German medical and pharmaceutical devices manufacturer, for a general contract to build a perfusion solutions factory, an investment of over €120 million. The firm is still involved in this project by providing specific legal assistance in the field of construction.
The law firm is working on projects that involve the development of four factories in different areas of the country.
The firm was involved in the transactions of two commercial centers and an industrial space.
The law firm is involved in due-diligence projects for real estate, from infield to historical monuments.
The firm has projects such as the renting of industrial buildings, factories or 'build to lease' projects.
Specialist lawyers:Sorin David, Anda Rojanschi, Georgiana Balan, Andrei Vlasin.
Litigation and Dispute Resolution
Legal assistance and representation services rendered in favor of a large company operating in the car industry with regard to the judicial procedures for annulment of a taxation decision that establishes additional tax obligations worth about Lei 70 million consisting of VAT, interests and penalties as a result of the tax authorities' re-classification of the form of the operations carried out by the company, under the justification that this does not reflect the economic content of the transactions.
Legal assistance and representation services rendered in favor of a company that activates in the real estate sector, in the judicial administrative procedures regarding the annulment of a taxation decision by which the fiscal bodies established fiscal obligations of results from the application of the legal provisions regarding the VAT adjustment.
Legal assistance and representation services rendered in favor of one of the largest companies in the consumer services and products industry in order to annul a taxation decision amounting to approximately Lei 13 million, consisting of tax on profit and VAT together with the related accessories.
Legal assistance and representation rendered in favour of a world's leading provider of both flight and ground support services in a tort liability dispute worth about €4.5 million and related to an aviation accident on Henri Coanda International Airport, Bucharest - Otopeni
Assisted a major national company acting as the leader in the electronics, home electronics, IT&C and multimedia markets in Romania in a dispute concerning misleading and comparative advertising
Specialist lawyers:Sorin David, Dan Dascalu, Ana-Maria Iordache, Ioana Cercel, Mihai Boian, Amelia Teis, Andrei Iancu.
Tax
Legal assistance and representation services rendered in favour of a company that activates the real estate sector in the judicial administrative procedures regarding the annulment of a taxation decision by which the fiscal bodies established fiscal obligations of results from the application of the legal provisions regarding the VAT adjustment.
Legal assistance to a multinational active in the consumer products area for the reorganisation of its Romanian presence.
Legal assistance to a real estate developer for the reorganisation of its Romanian entities.
The law firm is currently assisting and representing the Company in front of the courts of law in the process of seeking the annulment of a tax assessment decision imposing the client additional tax liabilities, namely VAT, late payment interest and penalties, amounting to approximately €15 million. The case complexity comes from the fact that the tax authorities requalified the transactions carried on separately by the company, i.e. supply of goods and services, in single VATable transaction, i.e. considering it a supply of goods with installation, as to be able to audit a period outside the statute of limitation and also to apply local Vat on such transaction. Thus, this case entails both tax procedural issues concerning the status of limitation concept as well as substantial tax arguments on the criteria to be met for requalifying a transaction into a supply of goods with installation, under the ECJ case-law.
Specialist lawyers:Sorin David, Dan Dascalu, Ana-Maria Iordache, Mihai Boian, Andrei Iancu, Anda Rojanschi, Cristina Paduraru, Romana Petre, Adina Oprea, Andreea Tortov.
PPP Public Procurement
The team specialized in public procurement and European funds provides consultancy and legal representation on the preliminary issues which equally concern the procedures for awarding several public procurement contracts by the contracting authority, and also to the aspects related to obtaining non-reimbursable funds for carrying out modernization of the irrigation systems for which the respective public procurement contracts are to be concluded.
The team specialized in public procurement and European funds is assisting and representing a national company acting as a leader in the defence and security market, more than 20 disputes in the last year, in relation with the public procurement procedures afore the National Council for Solving Complaints and all competent courts of Romania in a significant number of complaints and appeals against the decisions of the contracting authorities or in challenging the documentation/result of the public procurement proceedings, as well as in disputes related to the performance/suspension/annulment of the public procurement contracts.
The law firm successfully assisted and represented a national company in a dispute regarding the annulment of an undisclosed procurement procedure for ammunition organized by derogation from the public procurement law, with an estimated maximum value of about €2.5 million. During the procedure, the team also obtained a decision from the High Court of Cassation and Justice of Romania ruling, for the first time in Romania, that the specialised public procurement courts are competent to analyse the legality of the initial decision of the contracting authority to apply for an undisclosed public procurement procedure.
Specialist lawyers:Amelia Teis.
