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Țuca Zbârcea & Asociații
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Deals
Advising the leading financial services provider in Central Europe on a series of transactions amounting to approximately EUR 600,000,000 for acquiring minority stakes (30.12%) held by five major investment companies (SIFs) in Banca Comerciala Romana (BCR). The assistance rendered by our firm regarded Romanian law issues and entailed: (i) legal advice in relation to all capital markets, commercial, corporate, and taxation matters entailed by the transaction; (ii) assistance in the relationship with the Romanian National Securities Commission (NSC), both the SIFs and Erste Bank Group being listed on the Bucharest Stock Exchange; (iii) assistance in the transaction’s negotiation (which lasted approx. one year); our firm has acted as local liaison in the discussions with the five SIFs; (iv) drafting of all transaction documents; such transaction documents included Share Sale-Purchase Agreements, Share Contribution In-Kind Agreements, Share Exchange Agreements, Put Option Agreements. From a capital market point of view, given the unclear local regulations on how to calculate the assets disposal threshold that a listed company (i.e. the SIFs) could engage into during a financial year solely on the basis of Board of Director’s approval (i.e. without a prior shareholders approval – which SIFs could not obtain due to their high quorum requirements) an intense effort was conducted before the NSC for clarifying such.
Advising the leading financial services provider in Central Europe on a series of transactions amounting to approximately EUR 600,000,000 for acquiring minority stakes (30.12%) held by five major investment companies (SIFs) in Banca Comercială Română (BCR). The assistance rendered by our firm regarded Romanian law issues and entailed: (i) legal advice in relation to all capital markets, commercial, corporate, and taxation matters entailed by the transaction; (ii) assistance in the relationship with the Romanian National Securities Commission (NSC), both the SIFs and Erste Bank Group being listed on the Bucharest Stock Exchange; (iii) assistance in the transaction’s negotiation (which lasted approx. one year); our firm has acted as local liaison in the discussions with the five SIFs; (iv) drafting of all transaction documents; such transaction documents included Share Sale-Purchase Agreements, Share Contribution In-Kind Agreements, Share Exchange Agreements, Put Option Agreements. From a capital market point of view, given the unclear local regulations on how to calculate the assets disposal threshold that a listed company (i.e. the SIFs) could engage into during a financial year solely on the basis of Board of Director’s approval (i.e. without a prior shareholders approval – which SIFs could not obtain due to their high quorum requirements) an intense effort was conducted before the NSC for clarifying such.
Advising the leading financial services provider in Central Europe in connection with the listing on the Bucharest Stock Exchange Market (BVB) in accordance with the regulations on cross-border listings. Also, our team has assisted in connection with the local drafting and implementing of the legal framework required for cross-border securities settlement and trade as well as for establishing matching trading and compliance requirements. One of the core issues entailed by Erste Bank’s listing at BVB was to establish the procedures and arrangements to be applied/entered into by the Central Depository together with international clearing and settlement bodies in view of cross-border securities’ clearing, settlement and register operations; our team has advised the local authorities on the steps to be made and principles to be locally implemented in this respect, as well as in the drafting of the applicable procedures and engagements.
Advising the leading financial services provider in Central Europe in connection with the listing on the Bucharest Stock Exchange Market (BVB) in accordance with the regulations on cross-border listings. Also, our team has assisted in connection with the local drafting and implementing of the legal framework required for cross-border securities settlement and trade as well as for establishing matching trading and compliance requirements. One of the core issues entailed by Erste Bank’s listing at BVB was to establish the procedures and arrangements to be applied/entered into by the Central Depository together with international clearing and settlement bodies in view of cross-border securities’ clearing, settlement and register operations; our team has advised the local authorities on the steps to be made and principles to be locally implemented in this respect, as well as in the drafting of the applicable procedures and engagements.
The second-largest player in the local oil-refining industry, currently owned by the Kazakhstan oil giant KazMunaiGaz: legal advice on the redeeming / converting into shares a stock of bonds amounting EUR 571,000,000 issued by the client and subscribed by the Ministry of Public Finances (MFP). As such, our team advised on concluding an agreement with MFP on the acquisition of the shares resulting from the said conversion of bonds, as well as assistance in designing and implementing the strategy to be pursued by the client in order to defend its rights deriving from the Bond Issue Convention and the relevant statutes.
The second-largest player in the local oil-refining industry, currently owned by the Kazakhstan oil giant KazMunaiGaz: legal advice on the redeeming / converting into shares a stock of bonds amounting EUR 571,000,000 issued by the client and subscribed by the Ministry of Public Finances (MFP). As such, our team advised on concluding an agreement with MFP on the acquisition of the shares resulting from the said conversion of bonds, as well as assistance in designing and implementing the strategy to be pursued by the client in order to defend its rights deriving from the Bond Issue Convention and the relevant statutes.
Assistance in relation to all capital markets issues arising out from the sale of a 51% stake held by KazMunayGas in its subsidiary - KazMunayGas International N.V. (KMGI) – to CEFC (China Energy Company Limited). From a capital markets perspective, our work included assistance in relation to ensuring compliance of the data disclosure process pertaining to the market sounding/due diligence exercise conducted by the investor (data room standards, disclosure terms and consents from data recipients), preparing internal procedures and data assessments and flows as regards the information to be made available to the investor and/or to be circulated intra-group, preparing a manual for inside data identification, preparing an extensive legal analysis in relation to the data disclosure process, risks and recommended conduct, as well as on the compliance of parties’ discussions with the market sounding regime
Assistance in relation to all capital markets issues arising out from the sale of a 51% stake held by KazMunayGas in its subsidiary - KazMunayGas International N.V. (KMGI) – to CEFC (China Energy Company Limited). From a capital markets perspective, our work included assistance in relation to ensuring compliance of the data disclosure process pertaining to the market sounding/due diligence exercise conducted by the investor (data room standards, disclosure terms and consents from data recipients), preparing internal procedures and data assessments and flows as regards the information to be made available to the investor and/or to be circulated intra-group, preparing a manual for inside data identification, preparing an extensive legal analysis in relation to the data disclosure process, risks and recommended conduct, as well as on the compliance of parties’ discussions with the market sounding regime
The management company of SIF Muntenia: advising the client regarding a hostile takeover of SIF Muntenia, i.e. assisting the client in its fight against the Shareholders Representatives Council. (“SRC”) – a sui generis body regulated only by SIF Muntenia’s Charter that have tried to block the management activity and seek the termination of the management contract via numerous requests, administrative proceedings, complaints filed before various authorities and court challenges.
The management company of SIF Muntenia: advising the client regarding a hostile takeover of SIF Muntenia, i.e. assisting the client in its fight against the Shareholders Representatives Council. (“SRC”) – a sui generis body regulated only by SIF Muntenia’s Charter that have tried to block the management activity and seek the termination of the management contract via numerous requests, administrative proceedings, complaints filed before various authorities and court challenges.
The majority shareholder of SAI Muntenia Invest – the management company of SIF Muntenia: advising the client in connection with the various alternatives for a profitable exit from SAI Muntenia Invest, while maintaining the management contract in place. i.e. the sale of the majority stake in SAI Muntenia Invest to SIF Banat-Crisana - an investment company with a net assets value of approx. EUR 310,000,000. Via this mechanism (i.e. takeover of the control upon the investment management company), one SIF (SIF Banat-Crisana) gained control upon the management of another SIF (SIF Muntenia).
The majority shareholder of SAI Muntenia Invest – the management company of SIF Muntenia: advising the client in connection with the various alternatives for a profitable exit from SAI Muntenia Invest, while maintaining the management contract in place. i.e. the sale of the majority stake in SAI Muntenia Invest to SIF Banat-Crișana - an investment company with a net assets value of approx. EUR 310,000,000. Via this mechanism (i.e. takeover of the control upon the investment management company), one SIF (SIF Banat-Crisana) gained control upon the management of another SIF (SIF Muntenia).
A local investment company: assistance and representation in a dispute arising from the claims raised by the Romanian privatisation authority (AAAS) amounting to approximately EUR 2,700,000 against a company in which our client is a majority shareholder, according to 10 agreements and the addenda relating thereto. The dispute is highly complex, spanning over almost eight years, in which the counsels sought to obtain an interpretation of the courts, that was not provided by the relevant laws, in sense that the res judicata power covers not only the operative part of the judgment, but its grounds, as well.
A local investment company: assistance and representation in a dispute arising from the claims raised by the Romanian privatisation authority (AAAS) amounting to approximately EUR 2,700,000 against a company in which our client is a majority shareholder, according to 10 agreements and the addenda relating thereto. The dispute is highly complex, spanning over almost eight years, in which the counsels sought to obtain an interpretation of the courts, that was not provided by the relevant laws, in sense that the res judicata power covers not only the operative part of the judgment, but its grounds, as well.
The leading financial services provider in Central Europe: complex legal advice in relation to our client’s and its affiliates’ investment in SIF Oltenia, one of Romania’s five investment companies (SIFs), i.e. advice on the transaction structure in order to (i) avoid falling into the scope of a presumption of concerted action (i.e. that would severely limit the investment and could lead to potential losses due to the obligation to rapidly sell the shares in excess), respectively, (ii) be able to rebut the presumption of concerted action applied by the supervisory authority
The leading financial services provider in Central Europe: complex legal advice in relation to our client’s and its affiliates’ investment in SIF Oltenia, one of Romania’s five investment companies (SIFs), i.e. advice on the transaction structure in order to (i) avoid falling into the scope of a presumption of concerted action (i.e. that would severely limit the investment and could lead to potential losses due to the obligation to rapidly sell the shares in excess), respectively, (ii) be able to rebut the presumption of concerted action applied by the supervisory authority
Daily legal assistance to an asset management company owned by the leading financial services provider in Central Europe with respect to various financial capital markets, corporate and employment issues and also in connection with the alternatives available for restructuring its business activity via transfer of its entire business to a new entity and all the steps and procedures to be followed in this respect; rendering legal assistance in setting up a new asset management company; these mandates entailed our firm’s advice on all the regulatory aspects to be observed and the documents to be prepared.
Daily legal assistance to an asset management company owned by the leading financial services provider in Central Europe with respect to various financial capital markets, corporate and employment issues and also in connection with the alternatives available for restructuring its business activity via transfer of its entire business to a new entity and all the steps and procedures to be followed in this respect; rendering legal assistance in setting up a new asset management company; these mandates entailed our firm’s advice on all the regulatory aspects to be observed and the documents to be prepared.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: legal assistance and representation in a series of contentious–administrative disputes regarding the annulment/suspension of administrative acts arising from two disputes previously generated by several administrative acts of the Financial Supervisory Authority (ASF) issued in 2013 and 2016 stating that certain shareholders of two major financial investment companies listed on the local stock exchange are presumed to act in concert. These acts required that the respective shareholders were to sell a package of shares amounting to approximately EUR 7,500,000.
A Romanian commercial bank, member of the leading financial services provider in Central Europe: legal assistance and representation in a series of contentious–administrative disputes regarding the annulment/suspension of administrative acts arising from two disputes previously generated by several administrative acts of the Financial Supervisory Authority (ASF) issued in 2013 and 2016 stating that certain shareholders of two major financial investment companies listed on the local stock exchange are presumed to act in concert. These acts required that the respective shareholders were to sell a package of shares amounting to approximately EUR 7,500,000.
A Romanian insurance company: assistance in connection with the sale (together with RAEF) of over 99% ownership stake to AVIVA, a British insurance company. Our services included the drafting of a legal due-diligence report, drafting of the sale offer, assistance during negotiations and the drafting of the agreement contract.
A Romanian insurance company: assistance in connection with the sale (together with RAEF) of over 99% ownership stake to AVIVA, a British insurance company. Our services included the drafting of a legal due-diligence report, drafting of the sale offer, assistance during negotiations and the drafting of the agreement contract.
Our team has been appointed by the stock exchange company as its sole legal advisor on all legal matters regarding its activities (capital markets, IP, corporate, competition, etc.). Our team's work included legal advice in relation to client’s legal obligations and competencies in an IPO process, interpretation of legal provision as regards the actions that could be taken by the client upon requests received from the Romanian National Securities Commission (CNVM), the legal obligations towards other entities engaged on the capital markets such as the Central Depository, the brokers and the CNVM, the potential liability of our client/its management in case of implementing various operations and also various tax issues, legal advice in relation to fair market practices in connection with the initiation of the derivatives market, drafting the rules for market makers operation etc. Also, our firm has assisted the client in various legal disputes concerning the alleged infringement of the capital market rules on shares trading.
Our team has been appointed by the stock exchange company as its sole legal advisor on all legal matters regarding its activities (capital markets, IP, corporate, competition, etc.). Our team's work included legal advice in relation to client’s legal obligations and competencies in an IPO process, interpretation of legal provision as regards the actions that could be taken by the client upon requests received from the Romanian National Securities Commission (CNVM), the legal obligations towards other entities engaged on the capital markets such as the Central Depository, the brokers and the CNVM, the potential liability of our client/its management in case of implementing various operations and also various tax issues, legal advice in relation to fair market practices in connection with the initiation of the derivatives market, drafting the rules for market makers operation etc. Also, our firm has assisted the client in various legal disputes concerning the alleged infringement of the capital market rules on shares trading.
Advising the stock exchange company in Romania in connection with drafting a new Charter, with a view to implementing a modern and transparent corporate governance system, in line with the best practices for stock exchanges and listed companies our client is also a listed company), so as to make it an example for all companies listed on the regulated market operated by our client. Our work entailed an extensive review of the governance rules applicable to the most reputable international stock exchanges and listed companies and also a complete restructuring/re-drafting of client’s charter.
Advising the stock exchange company in Romania in connection with drafting a new Charter, with a view to implementing a modern and transparent corporate governance system, in line with the best practices for stock exchanges and listed companies our client is also a listed company), so as to make it an example for all companies listed on the regulated market operated by our client. Our work entailed an extensive review of the governance rules applicable to the most reputable international stock exchanges and listed companies and also a complete restructuring/re-drafting of client’s charter.
Advising the stock exchange company in Romania on the legal dispute and the actions to be taken in relation with the infringements found by the Romanian National Securities Commission (CNVM) on the initial public offering for the sale of shares of Alumil Rom Industry SA.
Advising the stock exchange company in Romania on the legal dispute and the actions to be taken in relation with the infringements found by the Romanian National Securities Commission (CNVM) on the initial public offering for the sale of shares of Alumil Rom Industry SA.
Advising the stock exchange company in Romania in connection with the restructuring of the RASDAQ market operated by the client. Our lawyers have assessed the manner in which this market may be authorised as a MTF under MiFID (it still operates as a sui generis market not authorised as a regulated market or MTF) and have provided the options available for regulating RASDAQ and the pros/cons/risks entailed by each of them and has recommended a solution in this respect. Our services included assistance regarding RASDAQ’s possible restructuring, and the applicability on such market of certain criminal offences regulated in the capital market field. The legal assistance entailed inter alia, an in-depth assessment on whether certain legal requirements and actions sanctioned as criminal offence on a regulated market would also be applicable to the players on the RASDAQ market.
Advising the stock exchange company in Romania in connection with the restructuring of the RASDAQ market operated by the client. Our lawyers have assessed the manner in which this market may be authorised as a MTF under MiFID (it still operates as a sui generis market not authorised as a regulated market or MTF) and have provided the options available for regulating RASDAQ and the pros/cons/risks entailed by each of them and has recommended a solution in this respect. Our services included assistance regarding RASDAQ’s possible restructuring, and the applicability on such market of certain criminal offences regulated in the capital market field. The legal assistance entailed inter alia, an in-depth assessment on whether certain legal requirements and actions sanctioned as criminal offence on a regulated market would also be applicable to the players on the RASDAQ market.
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