Corporate & Commercial

Ţuca Zbârcea & Asociaţii provides a full range of corporate legal services, advising on the suitable set-up structure for corporate vehicles, restructuring, tailored corporate governance, and handling legal incidents in relation thereto. Our lawyers have extensive experience in setting-up large domestic and international greenfield investments, optimised joint-ventures. We advised on complex acquisition models, developing expertise in every major industry.

We also counsel businesses in connection with their ongoing relations with domestic and international customers, suppliers, and distributors. Our corporate practice covers a multitude of areas concerning local or international corporations, including banking and finance; mergers and acquisitions; de-mergers, acquisition of assets and divestitures, real estate transactions and many others.

Our Services

Commercial Contracts

drafting, negotiating and amending all types of commercial contracts.

Corporate Establishment and Restructuring

advising on tailoring and setting-up adequate corporate vehicles; assisting various types of equity investments; advising on winding off, spin-off, voluntary dissolution and liquidation, bankruptcy.

Corporate Governance

advising on setting-up adequate governance models, advising on the legal exposure of various corporate bodies and mitigation mechanisms, secretarial assistance of the decision-making process at various corporate levels (GMS, directors, etc).

Corporate Litigation

assistance and representation in shareholding, management and other corporate disputes, litigation, settlements and arbitration.

Day-to-Day Operations

advising on all material aspects of the day-to-day corporate and commercial operations

Client Highlights

Assistance to a leading US beverages company in relation to a joint-venture with another player for developing an online B2B distribution platform

                                            Assisting in the transaction by which the leader of the local beverage industry acquired 50% of the share capital of Stockday (and negotiated a parity governance model thereof), an online B2B platform developed by HEINEKEN Romania.
                                        

Assisting a leading oil and gas company from Kazakhstan in relation to its investments on the Romanian market

                                            Advising on a complex debt settlement (under the form of a Memorandum of Understanding – MoU) with the Romanian State worth USD 200 million, as well as on the setting-up of a Kazakh-Romanian investment fund worth USD 1 billion.
Assistance in all corporate matters regarding the redeeming / converting into shares of a stock of bonds worth EUR 571,000,000 issued by the client and subscribed by the Ministry of Public Finances (MFP).
                                        

Assisting a local insurance company in a complex intra-group cross-border merger

                                            Assisting in relation to an intra-group cross-border merger, covering the full range of corporate and commercial and M&A aspects of the transaction.
                                        

Assistance in relation to the attempted greenfield project by Austria's largest steel producer

                                            Offering the full range of legal assistance services in connection with the development of a massive greenfield project in Romania through investments worth up to EUR 7 billion.
                                        

Assisting a Romanian public authority in the establishment of the Azerbaijan-Georgia-Romania Interconnector

                                            Assistance in the implementation of a LNG (liquefied natural gas) project in Romania, designated as the Azerbaijan-Georgia-Romania Interconnector (AGRI), worth between EUR 1.2 billion and EUR 4.5 billion, depending on the final capacity.
                                        

Legal assistance to international investors as regards a partnership for the intended building of a nuclear power plant in Romania

                                            Assisting in the project estimated at EUR 7.2 billion launched by Nuclearelectrica for setting-up a Project Company to develop, construct and operate Unit 3 and Unit 4 of Cernavodă Nuclear Power Plant. The team advised  on the Investment Contract and all EPC, public procurement, employment, competition and regulatory matters pertaining to the project.
                                        

Assisting world's largest steel company in a complex group restructuring process

                                            Assistance in a post-acquisition group restructuring process, including reorganisation of activities, merger / de-merger scenarios, shares transfer operations, assignment of certain pipes & tubes production capacities and ensuring integrating operations of resulting separate units within a single industrial platform.
                                        

Assisting a leading commercial bank in a complex corporate restructuring at the level of the bank and its subsidiaries

                                            Assistance in the corporate restructuring of the bank and all its Romanian subsidiaries, including the leasing, insurance and life insurance, as well as the asset management businesses.
                                        

Assisting a leader in electricity production and the main provider of technological services required in the National Energy System in Romania in the largest corporate restructuring taking place in the energy sector

                                            Assistance in relation to all legal matters entailed by the corporate restructuring consisting of a combination of spin-off and merger operations to be conducted simultaneously at the level of 17 State-owned entities in the power and heat generation sector, with a view to setting up two national energy champions.
                                        

Assisting in the corporate restructuring of an important refinery

                                            Assistance in connection with the restructuring of the petrochemicals business carried out at the company's industrial platform and subsequent sale thereof.
                                        