Sound expertise from specialists at the heart of corporate matters

Corporate law lies at the backbone of every company, transaction or investment, no matter the field of activity. Accurate, up-to-date and compliant corporate work is, therefore, essential to the health of your business and the success of any deal. Corporate advice should be sought for instance in order to ensure that the type of corporate vehicle, group structure where applicable and corporate governance thereof are not only statutory compliant but also suited to the specific requirements of your activity, that corporate operations are lawfully and effectively structured, that corporate resolutions are timely and validly passed, that shareholders and directors liability is duly confined and triggered where needed, that shareholders agreements and minority shareholding protection rights are properly conceived and duly implemented in the relevant incorporation documents, that corporate compliance matters are observed and last, but not least, that your counterparty entering a contract holds proper representation powers.

Whatever the matter requiring corporate assistance, you are at the right place. From company formation to company exits, winding up and dissolution, from mergers to total or partial spin-offs, from shareholders agreements to establishment and implementation of joint ventures, from corporate governance and share capital amendments, from corporate due diligence in view of restructurings, acquisitions or sales, or simply in view of validating corporate authority, from corporate convening and drawing up of general meeting of shareholders and directors resolutions to challenging same, from shareholders to directors liability matters, from complex shares acquisitions to day-to-day corporate compliance aspects and Trade Registry registrations, every corporate work receives our equal attention and our lawyers master it all.

Highlights of the assignments which have been handled by our lawyers throughout their practice include advice and representation to:

• Numerous Romanian and foreign developers, asset management companies and investment funds, in connection with the company formation, share capital increase, corporate governance, stakeholder acquisition and sale of the corporate vehicles pertaining to the development of major real estate projects;
• A global pharmaceuticals and medical devices group, in connection with the corporate restructuring of the Romanian entities following a major acquisition, including the winding up of a Romanian representative office of a Swiss entity preceded by a transfer of business to the Romanian subsidiary;
• The world leading agriculture company, in connection with several complex and high value share capital increases performed via capitalization of receivables, including coordination of the cross-border corporate process;
• The main supplier of important producers in the automotive industry, with regard to the adjustment of their corporate structure and policies to requirements of local regulations;
• A major real estate developer, in connection with a complex, fast pace exit from a Romanian partnership performed via a transfer of assets against shares in the project company;
• A reputed German group, in connection with the corporate work entailed by the acquisition of three Romanian freight wagon manufacturing businesses;
• A global chemicals and textile group, in connection with corporate work entailed by the acquisition of a Romanian chemicals company;
• A major investment fund, in connection with corporate work entailed by the acquisition of one of the leading Romanian hotel chains;
• A reputed European airline, in connection with day-to-day corporate aspects pertaining to its representative office in Romania as well as the closing down of the same;
• One of the leading European car rental businesses, in connection with various corporate aspects entailed by their day-to-day activity in Romania.

Publications

• Romania introducing the single industrial license, November 2022 (ENG)
• Updates on Trade Registry and Companies' Law, August 2022 (ENG)
• New legislation on representative offices, August 2022 (ENG)
• Romania: Changes to Companies Law, article published in International Bar Association’s Corporate and M&A Law section, December 2020 (ENG)
• Romanian Companies' Law: Convening, October 2020 (ENG)
• Simplifications concerning corporate law in Romania, July 2020 (ENG)
• Proposed amendments to the Draft Emergency Ordinance, April 2020 (ENG)
• Romania: corporate statements regarding ultimate beneficial owner(s), March 2020 (ENG)
• ELKB Romanian joint stock companies: board decisions on share capital increase can be challenged, August 2018 (ENG)
• Overview and requirements for changing board members in Romania, Change Board Member, June 2017 (ENG)
• ELKB New registration obligations for companies related to waste management (ENG)
• ELKB VAT registration made easier in Romania (ENG)
• Romania, Mergers & Acquisitions – overview, highlights and forecast (ENG)

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