DLA PIPER DINU SCA
Tel: +40 372 155 800
Fax: +40 372 155 810
Most senior representative: Marian Dinu, Country Managing Partner
No. of local partners: 7
No. of lawyers: 54
Offices in Romania: Bucharest
Partners and heads of practice
Marian's key areas of practice are mergers & acquisitions, equity and debt offerings and competition/antitrust.
With a career spanning more than two decades, he was instrumental in major M&A and capital markets transactions, including the privatizations of Romtelecom and Petrom. He regularly acts for clients such as Naspers, Diaverum, OMV Petrom, Chevron, Publicis Groupe or Bank Leumi, as well as for PE clients such as Highlander Partners, GED or Abris Capital.
Skilled in Romanian competition law, she has more than 18 years of experience in the field in a wide array of industries, including highly regulated sectors (such as telecommunications, pharmaceuticals, financial sector), e-commerce, IT, media, automotive, retail, food and beverages.
She has been involved in complex antitrust investigations concerning abuse of dominance and anti-competitive agreements and in merger cases. Livia has coordinated and implemented a large number of antitrust compliance programs and has also assisted clients with strategic advice related to leniency applications and representation in front of the Romanian Competition Council.
She has more than 15 years of experience advising a diverse range of companies and sectors, with special focus on life sciences but also FMCG & retail, energy, oil&gas, industrial, advertising and telecommunications, in all matters related to competition law.
Alina has been involved in coordinating teams of lawyers working on merger control procedures concerning complex markets, as well as on high-profile investigations of the Romanian Competition Council („RCC”), regulatory work in the FMCG/retail sector, assistance to professional associations both with the prevention and compliance to competition law as well as with the investigations carried out by RCC.
Monica has extensive expertise in a wide range of employment matters, such as sensitive high-end negotiations (ranging from top management exits to sensitive industrial relations), complex collective dismissals, complex forensic investigations and disciplinary cases, cross-border high-end transfer of undertaking projects, agile working and new tax model-related products or negotiation of complex senior exits.
Having worked in Bucharest and London, acted as trusted business advisor for a variety of clients and consolidated her expertise in certain core sectors, including Financial Services, Technology, Life Sciences, Transport & Construction, and Energy.
Tudor has extensive experience in a wide array of industries, including highly regulated sectors that brought an additional level of complexity (such as pharmaceuticals, energy, food and beverages), retail, advertising and media. He has been involved in complex tax structuring projects, designing state of the art investment structures for multinational companies.
During his career spanning over nineteen years, he has built experience in both Romanian and international taxation, following his involvement in complex assignments such as: tax optimization/transaction structuring of mergers and acquisitions, business restructuring schemes and tax due diligence projects.
He has extensive experience in real estate, corporate and project financing, title due diligence, as well as in corporate commercial transactions and litigation.
Alin has twenty years of experience as a lawyer and enjoys wide recognition in the real estate market, having advised clients on all types of transactions from commencement through structuring to exit, acting for developers, investment funds and leading banks, construction companies, anchor tenants and leading international corporations. Furthermore, Alin has advised clients on the construction and environmental legal implications of their projects.
His recent experience includes, inter alia, advising both domestic and international companies in public procurements disputes, corporate governance disputes, labour law disputes, contract liability disputes, intellectual property administrative and court proceeding for recovery of IP rights, administrative disputes as well as international and domestic arbitration.
He is highly specialized and has overseen various projects regarding enforcement proceedings in the aviation and green energy sectors.
He combines a significant involvement in transactional work, focusing on structuring, drafting and negotiating deal documents, with an extensive first-hand experience in legislative and regulatory reform in Romania, as a developing market.
Ioan has regularly advised banks and other financial institutions, as well as business organizations (including listed companies), on complex finance transactions, financial restructuring and insolvency arrangements, regulatory matters, and select dispute resolution cases.
Her practice includes complex IT related transactions, and she covers the entire lifecycle and range of issues confronting IT operators and investors, with an emphasis on angel and venture capital investments, Internet privacy matters, copyright and trademark related matters.
She has been retained by the World Bank as consultant to a comprehensive assessment of the entire Romanian Intellectual Property legal framework with emphasis on the technology transfer and options to create spin-offs and technology hubs to foster local and international investments in the relevant market sector.
List of the most representative projects
The law firm assisted the leading Norwegian aluminium group Norsk Hydro ASA in the divestment of its Romanian extrusion plant, Hydro Extrusion, to another major player of the sector, Hammerer Aluminium Industries GmbH. The legal assistance provided to Norsk Hydro ASA involved general advice on the M&A process, drafting of transaction documents, data room assistance, assistance with respect to the relevant competition council approvals and assistance with the completion and implementation of the transaction.
Advised ABRIS CEE Mid-Market Fund III LP, one of the most important private equity funds in Central Europe, on the acquisition of Dentotal Protect, a leader on the Romanian distribution market of consumables, instruments and dental equipment. Dentotal operates in the highly regulated industry of medical devices and consequently a strong regulatory and sector expertise proved vital to the project. The transaction involved complex and creative pricing mechanisms which required a lot of skill in drafting and negotiating. The set of conditions precedent was extensive and the successful closing was possible due to the great collaboration between the DLA Piper and Abris teams.
Assisted eMAG, the leading eCommerce platform in Romania in the merger with Hungary’s Extreme Digital Zrt. The legal assistance provided involved transaction structuring and drafting of transaction documents. The transaction creates one of the leading and fastest growing e-retailers in CEE with its headquarters in Budapest.
Advised FintechOS, a start-up specialized in accelerating the digital transformation of financial institutions worldwide, with its €1.1 million post-seed financing by means of convertible loans and with its $14 million series A financing round led jointly by Earlybird’s Digital East Fund and OTB Ventures, with participation from existing investors Gapminder Ventures and LauncHub. The assistance provided involved advising the client during negotiations and reviewing the transaction documents.
Advised Hillarys Blinds Holdings Limited, the UK leader on the retail blinds and shutters market, to acquire TLC Shutters, a production facility owned by Global Blinds & Shutters Limited. The assistance provided involved structuring, drafting of the transaction documentation, performing the negotiations and implementing the deal. The closing of this transaction was particularly complex due to the fact that it has been done during the lockdown measures imposed in various countries due to the coronavirus pandemic.
Specialist lawyers: Marian Dinu, Cristina Bucur, Oana Dutu-Buzura, Paula Corban-Pelin.
Advised Green Group (a subsidiary of Abris Capital and one of the top Romanian companies in the field of waste management and recycling) on a full package of finance documentation with respect to a €66 million term loan facility and an uncommitted working capital facility (including L/G and L/C facilities) granted by a syndicate of banks consisting in, among others, ING Bank N.V., London Branch, as security agent), ING Bank N.V. - Bucharest Branch (as arranger, facility agent and original lender), Unicredit Bank, Banca Comerciala Intesa Sanpaolo Romania and OTP Bank Romania, as original lenders.
Advised TTT Moneycorp, an UK payment institution providing payment and related foreign exchange services in Romania under the freedom of establishment through its Romanian branch on its terms of business used for both corporate and consumers in Romania to ensure compliance with the Romanian legislation implementing PSD 2 directive. The firm's work consisted in the review and update to the current legislation implementing PSD 2 directive of two sets the terms and conditions used by the client in Romania when providing payment services and related foreign exchange services to corporate clients and respectively, to consumers.
The firm has assisted Icon Films in connection with a cross-border financing transaction in the movie production field, following the implementation of a new state aid scheme for the Romanian cinema industry. The project involved two separate, but simultaneous financing arrangements with an US banking association, on one hand, and highly reputable private players in the movie industry from the US and UK, on the other hand, for covering the production costs of the upcoming film “Violence of Action”.
The firm has advised Abris CEE Mid-Market Fund III LP, one of the most important private equity funds in Central Europe, on the financing related matters involved by the acquisition of Eltex Recycling, one of the leading waste management companies in Romania, through one of the companies within Green Group (a subsidiary of Abris). The assistance covered legal advice related to the structuring of the financing mechanism for the envisaged acquisition of Eltex Recycling, in the context of the existing financing arrangements of the buyer, as well as various other matters related to the completion and implementation of the transaction.
The law firm continued to strengthen their collaboration with Raiffeisen Bank International AG, as thei advised the bank in connection with the envisaged restructuring of its multi-jurisdictional financing arrangement (consisting in the granting by the bank of approximately €13 million facilities for the purpose of financing the second phase of development of a logistic park in Slovakia) with several foreign borrowers.
Specialist lawyers: Marian Dinu, Georgiana Stan, Andreea Badea, Ana-Maria Andronic.
Energy and Natural Resources
Advising PNE Wind Romania Energy Holding in connection with 120 MW wind farm projects development in several locations in Romania as well as in connection with the sale of the projects. The firm provides day to day advise to PNE Wind in connection with their project companies in Romania developing wind energy projects. The team is dealing with all legal aspects encountered by the client in connection with its investments in Romania.
Advising Global Green Energy, a local company, to develop solar projects in various locations in Romania. The assistance covered legal structuring and licensing requirements. In a multi-practice team the firm advises the client on various corporate and tax matters in addition to regulatory specific.
Advised Freepoint Commodities Europe LLP in connection with the impact of legislative changes in Romania at the end of 2018 imposing a new tax on turnover for the players in the energy sector as well as, more recently, on the state of emergency measures impact due to the coronavirus pandemic.
Advised a subsidiary of PNE A.G. to develop solar projects in several locations in Romania. The law firm assisted the client to set-up the project companies, to secure the land for the project development and with the licensing process and further development.
Advised the Romanian start-up Watto Stations in connection with the setup/incorporation process of the company. The law firm provided regulatory framework assistance for the Romanian start-up Watto Stations in relation to the setup/incorporation process prior to the investment made by Early Game Ventures. In the second stage, the team assisted Early Game Ventures with the investment in Watto Stations.
Specialist Lawyer: Paula Corban - Pelin.
The law firm has performed a thorough assessment of the practices of a major international health and home products company to identify any competition law concerns and to design measures to mitigate such concerns. The firm is advising the company in the sector inquiry opened by the Romanian Competition Council. The team has already advised the client on a number of complex and challenging competition and regulatory matters, related mainly to commercial campaigns, advertising/promotions, category management projects and the commercial and discount policies applied for various products in their portfolio.
The firm is assisting RASCI on the full array of antitrust matters, including by advising on potential competition-related risks in the context of interactions between competitors, by supporting RASCI in drafting clear internal policies regulating the activities of the association and by regularly attending all board meetings and general assemblies. The firm is equally assisting RASCI with respect to requests for information from the Competition Council in the context of the authority's sector inquiry on the market for OTC drugs, food supplements and self-use medical devices, and the authority’s newly launched yearly study on legal barriers to entry on the Romanian market.
Assisted the leading Norwegian aluminium group Norsk Hydro ASA in the merger clearance process resulting from the divestment of its Romanian extrusion plant, Hydro Extrusion, to another major player of the sector, Hammerer Aluminium Industries GmbH. The legal assistance provided to Norsk Hydro ASA involved assistance with respect to the relevant competition council approvals (including Romania, Hungary and Germany).
Advised Greenweee International on the merger clearance aspects of the acquisition of Eltex Recycling, one of the leading waste management companies in Romania. The assistance provided involved preparing the submission to the Romanian Competition Council, performing the market and economic assessment, developing the strategy in front of the Romanian Competition Council. The firm has also provided competition law input on the merger clearance processes in Serbia and North Macedonia.
Advising ACODAREN in the context of an on-going investigation of the Romanian Competition Council as regards cartel allegations concerning the relationship between the members of ACODAREN and insurance companies. The complexity of the project is emphasized by the number of companies involved (more than 50 members of ACODAREN) and also by its impact on the market, as the car brands in question cover a significant proportion of the Romanian market.
Specialist lawyers: Livia Zamfiropol, Alina Lacatus.
Assisting PPF Real Estate with the operation and lease of their two office buildings in Bucharest (Crystal Tower and Metropolis Center). The assistance included advice on construction permitting and agreements for refurbishment and restructuring works in the buildings, fire permits and related measures and tenants’ compliance, drafting and negotiations for concluding new lease agreements or extending and re-negotiating new terms with existing tenants and detailed advice on Covid-19 impact on activity and on tenants’ relations.
Assisting Atrium Properties with several matters related to the joint venture structure in which it is involved for developing residential real estate projects. The firm assisted the client with respect to the acquisition of the bank loan and related security over the property and the settlement of the seller's debt assumed as part of the acquisition documents for completing the acquisition of the land located in North Bucharest and settling of all third party debt.
Assisting Dentotal Protect, the leading distributor of dental products in Romania, with the negotiation and conclusion of a logistic lease in a location near Bucharest representing their new deposit and logistic base in Romania.
The law firm has advised HYPO NOE Landesbank fur Niederosterreich und Wien AG, as lender, with a due diligence process on the immovable assets subject of the immovable security including assistance on required remedial actions in respect of an €16.6 million multi-tranche term loan facility granted to a Romanian borrower which owns the first and only retail shopping centre opened in 2008 in Bucharest, that offers top quality international and domestic brands available all year round.
Assisting IHG with several matters related to Bucharest InterContinental Hotel activity. The firm's team is advising the client on real estate matters involving a wide range of projects related to operating permits, management agreements, hospitality and leisure areas.
Specialist lawyers: Alin Buftea, Florin Tineghe.
Litigation and Dispute Resolution
The firn's litigation and real estate teams advise and represent a significant real estate developer against two NGOs in several litigations in relation to the suspension and annulment of building permits and a Zonal Urban Plans regarding some residential projects. The complexity of the matters require a strategic approach, especially considering the legal framework, the multitude of requests and involved parties.
The firm has been advising a major gambling group, one of the world's largest online betting operators, in complex litigations aimed to challenge several decisions of the National Office for Gambling. The purpose of such litigations is to recover the rights to operate online gambling activities in Romania and to be reimbursed with substantial amounts paid to the Romanian state budget under an amnesty policy enacted in 2015 for the online gambling sector.
Advised an airline company in several complex "class action" employment litigations in relation to extensive salary rights claims (requiring sophisticated analyses), alleged discrimination claims, challenges against terminations for various reasons, extensive moral damages claims and challenges against enforcement claims.
Successfully represented AstraZeneca in a complex administrative dispute regarding the partial annulment of the Health Ministry's Order establishing the price for medicines. The whole project involved a coordinated strategic approach in representing Astra Zeneca UK Limited and Astra Zeneca AB (top multinational pharmaceutical companies) before domestic courts in their attempt to obtain the reimbursement of significant amounts paid by the clients as clawback contribution.
The firm's litigation team assisted one of the world's leading online gambling operators in the recovery of certain amounts retrospectively imposed by the Romanian authorities for the operations performed since 2010. The case involved high-level of expertise in administrative and tax law, domestic gambling regulations and EU law infringement. Moreover, this litigation involved coordination with criminal law experts on its possible implications from the perspective of potential liability.
Specialist lawyers: Radu Balas, Daniel Bistrae.
Assistance for BRF in relation with the transfer of locally registered trademarks towards an affiliated entity in Turkey. The client is currently restructuring its activity in Romania and intends to transfer in another jurisdiction the trademarks that are registered locally. The firm has established an approach that would enable (i) sustaining the low impact of the trademarks on the Romanian business, while (ii) ensuring the compliance with the legal provisions regarding the price of a transaction between related parties and (iii) finding a proper methodology to sustain the reduced value of an intangible under OECD principles.
Assisting the client and litigation team with complex analysis of potential VAT implications in respect of turnkey projects undertaken by operational companies in Romania. This project required an analysis of a complex structure from financing and operational point of view, with various chain transactions between the parties involved. The law firm has also assisted the client in assessing potential implications (not only related to tax) with respect of assignment of receivables in Romania and impact in financing structure.
Reckitt Benckiser requested the firm's assistance in clarifying the excise duties and customs treatment of a certain product sold on the Romanian market further to Brexit. This project proved to be difficult and challenging due to specific manufacturing process of the respective product, not clearly specified by the European and Romanian legislation. In this context, the firm also assisted the client in submitting a confirmation letter with the authorities, the team has been involved in the discussions with the tax authorities, managing to obtain clarification on the topic.
Bellotto Holdings Limited acquired a Romanian entity manufacturing industrial blinds and shutters. The firm assisted the client during the transaction, but also in analysing potential scenarios for the supply chain process and the related implications from a VAT and customs perspective, upon the completion of the transaction. The firm has also analysed the potential scenarios from a pre and post Brexit perspective. The team advised the client on alternative business structures further to the acquisition of a Romanian business.
Stericycle Romania was subject to an unannounced tax audit that covered a 6-year open tax period - which is not in line with the procedure related to unannounced audits. Thus, the firm has actively assisted the client to manage the requests of the tax inspectors and provide the information requested in a manner that ensured compliance with the legislation and reduced the pressure on the client’s team involved in gathering such information. The team has also coordinated discussions with the tax authorities on implementing the proposed tax adjustments and preparing the corresponding documentation.
Specialist lawyer: Tudor Nedelea.