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Țuca Zbârcea & Asociații
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Deals
Advising the stock exchange company in Romania in various litigation matters, including a EUR 1,000,000 litigation related to the ownership transfer over certain shares owned by the client in its capacity of joint stock company. One of the most interesting files concerns the dispute between the client and the Romanian National Securities Commission (CNVM) regarding the reauthorisation and reorganisation of the Rasdaq market (i.e. currently operating under a grey legal framework, without being authorised as regulated market or alternative trading system).
Advising the stock exchange company in Romania in various litigation matters, including a EUR 1,000,000 litigation related to the ownership transfer over certain shares owned by the client in its capacity of joint stock company. One of the most interesting files concerns the dispute between the client and the Romanian National Securities Commission (CNVM) regarding the reauthorisation and reorganisation of the Rasdaq market (i.e. currently operating under a grey legal framework, without being authorised as regulated market or alternative trading system).
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: legal assistance services on various legal issues in the capital market, financial, corporate, competition and employment field, also including those entailed by the relationship with the market authorities (regarding the interpretation, implementation and amendments to be brought to various legal provisions and also as regards the legal actions to be initiated against the Romanian National Securities Commission – CNVM) and system participants, as well as assistance in drafting of various capital market regulations relevant for the activity of our client.
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: legal assistance services on various legal issues in the capital market, financial, corporate, competition and employment field, also including those entailed by the relationship with the market authorities (regarding the interpretation, implementation and amendments to be brought to various legal provisions and also as regards the legal actions to be initiated against the Romanian National Securities Commission – CNVM) and system participants, as well as assistance in drafting of various capital market regulations relevant for the activity of our client. 
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: assistance in relation to a new trading structure proposed by the National Brokers Association (where clearing and settlement activities will be made by the client) aimed not to qualify as regulated market or as MTF. Another key mandate consisted in analysing the legal alternatives available for protecting the client pursuant to the establishment of a second Romanian entity with the same functions, whose operating rules are similar to those of the client and drafting the available legal actions in this respect.
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: assistance in relation to a new trading structure proposed by the National Brokers Association (where clearing and settlement activities will be made by the client) aimed not to qualify as regulated market or as MTF. Another key mandate consisted in analysing the legal alternatives available for protecting the client pursuant to the establishment of a second Romanian entity with the same functions, whose operating rules are similar to those of the client and drafting the available legal actions in this respect.
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: advising in relation to challenging various measures applied by the Romanian National Securities Commission (CNVM), assessing the legal possibility and related implications entailed by the settlement by our client of OTC transactions, assessing the applicability of various statutory incompatibilities and liability of certain management members (from capital markets’ regulations perspective).
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: advising in relation to challenging various measures applied by the Romanian National Securities Commission (CNVM), assessing the legal possibility and related implications entailed by the settlement by our client of OTC transactions, assessing the applicability of various statutory incompatibilities and liability of certain management members (from capital markets’ regulations perspective).
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: assistance in the investigation opened by the Competition Council on the market of registry operations for the issuers of securities on a possible infringement of art. 6 of Competition Law and art. 102 of the Central Depository.
The sole local depository and clearing & settlement system serving the Bucharest Stock Exchange: assistance in the investigation opened by the Competition Council on the market of registry operations for the issuers of securities on a possible infringement of art. 6 of Competition Law and art. 102 of the Central Depository.
Acting as legal adviser to the brokerage arm of UniCredit on a complex multiparty transaction (approximately EUR 20,000,000) in relation to a major local issuer, entailing the sale of a significant shareholding on the spot market combined with an OTC derivative secured by shares’ escrow. Under the project our law firm provided a complex legal opinion on the legality of the transaction, has assisted the parties in drafting the terms of the engagements and ensured overall legal compliance of the process (including from reporting perspective, conflict of interests’ check, price adjustments).
Acting as legal adviser to the brokerage arm of UniCredit on a complex multiparty transaction (approximately EUR 20,000,000) in relation to a major local issuer, entailing the sale of a significant shareholding on the spot market combined with an OTC derivative secured by shares’ escrow. Under the project our law firm provided a complex legal opinion on the legality of the transaction, has assisted the parties in drafting the terms of the engagements and ensured overall legal compliance of the process (including from reporting perspective, conflict of interests’ check, price adjustments).
The brokerage arm of UniCredit: legal assistance in preparing a public purchase offer regarding all the listed shares of a local company (Universul SA). The mandate entailed the drafting of all the applications before the market authorities and the purchase prospectus and ensuring general compliance of the offer with the capital market requirements.
The brokerage arm of UniCredit: legal assistance in preparing a public purchase offer regarding all the listed shares of a local company (Universul SA). The mandate entailed the drafting of all the applications before the market authorities and the purchase prospectus and ensuring general compliance of the offer with the capital market requirements.
Acting as local adviser for a leading French financial institution for ensuring local passporting and compliance of an EUR 5.5 billion share capital increase offering, (e.g. reviewing of the offering prospectus and ensuring its compliance with domestic capital markets regulation, ensuring compliance with the local procedures and liaison with the local capital markets authorities).
Acting as local adviser for a leading French financial institution for ensuring local passporting and compliance of an EUR 5.5 billion share capital increase offering, (e.g. reviewing of the offering prospectus and ensuring its compliance with domestic capital markets regulation, ensuring compliance with the local procedures and liaison with the local capital markets authorities).
A Romanian bank owned by a private equity fund: advising on all capital markets and M&A related issues regarding the takeover of a 54.7% stake in Banca Carpatica, a leading Romanian bank. Our work regarded due diligence on the listed target and stressing the key exposure aspects, transaction’s structuring and planning (by also considering the numerous capital markets, banking and corporate regulatory constraints), drafting/reviewing of the terms of the memoranda entered with on-market sellers, as well as of the terms of the binding share subscription offer transmitted to the target.
A Romanian bank owned by a private equity fund: advising on all capital markets and M&A related issues regarding the takeover of a 54.7% stake in Banca Carpatica, a leading Romanian bank. Our work regarded due diligence on the listed target and stressing the key exposure aspects, transaction’s structuring and planning (by also considering the numerous capital markets, banking and corporate regulatory constraints), drafting/reviewing of the terms of the memoranda entered with on-market sellers, as well as of the terms of the binding share subscription offer transmitted to the target. 
A Netherlands based insurace and asset management company: legal assistance on capital markets issues pertaining to the investment portfolio of these companies, including corporate secretarial and corporate governance related services. In addition, our team is advising on OTC transactions with financial instruments.
A Netherlands based insurace and asset management company: legal assistance on capital markets issues pertaining to the investment portfolio of these companies, including corporate secretarial and corporate governance related services. In addition, our team is advising on OTC transactions with financial instruments.
Asset management and investment banking boutique firm: legal assistance pertaining to the observance of the specific rights of the minority shareholders in a renowned listed financial investment company in Romania and in particular the right to shareholders’ information and some serious infringements by the management of said financial investment company of various duties under the capital markets regulations.
Asset management and investment banking boutique firm: legal assistance pertaining to the observance of the specific rights of the minority shareholders in a renowned listed financial investment company in Romania and in particular the right to shareholders’ information and some serious infringements by the management of said financial investment company of various duties under the capital markets regulations.
The wealth management division of Bank of America: assistance in connection with the local legal regime and its compatibility with certain EU/international standards as regards the capital markets operations (ownership transfer, securities holding, cross-border and local custody arrangements, enforcement of security interests in securities, derivatives arrangements, trading requirements), as well as with relation to the licensing and regulatory requirements for operating on such markets (securities and derivatives.
The wealth management division of Bank of America: assistance in connection with the local legal regime and its compatibility with certain EU/international standards as regards the capital markets operations (ownership transfer, securities holding, cross-border and local custody arrangements, enforcement of security interests in securities, derivatives arrangements, trading requirements), as well as with relation to the licensing and regulatory requirements for operating on such markets (securities and derivatives.
One of the largest financial institutions in Spain: providing legal assistance in relation to the entering into certain OTC derivatives transactions (ISDA 2002 Master Agreement) with local corporations. Our assessment regarded the impact of the Romanian insolvency proceedings over the close-out netting provisions of the ISDA master agreement, the potential existence of local provisions limiting the capacity of Romanian counterparties for entering the envisage derivative transactions (and identifying the main type of entities that are subject to certain restrictions as regards entering such transactions) and the potential existence of any other local regulation that may negatively affect the transactions. We have also identified the other key local compliance requirements to be observed for implementing the transactions.
One of the largest financial institutions in Spain: providing legal assistance in relation to the entering into certain OTC derivatives transactions (ISDA 2002 Master Agreement) with local corporations. Our assessment regarded the impact of the Romanian insolvency proceedings over the close-out netting provisions of the ISDA master agreement, the potential existence of local provisions limiting the capacity of Romanian counterparties for entering the envisage derivative transactions (and identifying the main type of entities that are subject to certain restrictions as regards entering such transactions) and the potential existence of any other local regulation that may negatively affect the transactions. We have also identified the other key local compliance requirements to be observed for implementing the transactions.
One of the largest chemical factories in SEE: assistance in connection with the structuring of a mechanism to allow the company to finance its more than EUR 300,000,000 investment program. Our services included assistance in the proposed implementation of a debt-to-equity swap in order to remove client’s historical debts towards the Romanian State owning 54.79%, followed by a State-guaranteed mechanism for the financing of the client’s investment program (i.e. the Romanian State would act as a guarantor for loans to finance client’s prospected investments, by providing guarantees at market conditions for 80% of the loan amounts). Furthermore, our team of lawyers advised the client on the possibility of restructuring existing loans whereas the banks (in their capacity as creditors) may take part in the debt-to-equity swap, subsequently becoming shareholders in the company.
One of the largest chemical factories in SEE: assistance in connection with the structuring of a mechanism to allow the company to finance its more than EUR 300,000,000 investment program. Our services included assistance in the proposed implementation of a debt-to-equity swap in order to remove client’s historical debts towards the Romanian State owning 54.79%, followed by a State-guaranteed mechanism for the financing of the client’s investment program (i.e. the Romanian State would act as a guarantor for loans to finance client’s prospected investments, by providing guarantees at market conditions for 80% of the loan amounts). Furthermore, our team of lawyers advised the client on the possibility of restructuring existing loans whereas the banks (in their capacity as creditors) may take part in the debt-to-equity swap, subsequently becoming shareholders in the company.
A well-known brokerage and financial investment company: assistance regarding the take over by Morgan Stanley, following a multi-million Euros transaction, including assistance in connection with the transaction structure, reviewing and amending the transaction documents, assessment of possible implications under the capital markets regulations, as well as assisting the client during negotiations with Morgan Stanley.
A well-known brokerage and financial investment company: assistance regarding the take over by Morgan Stanley, following a multi-million Euros transaction, including assistance in connection with the transaction structure, reviewing and amending the transaction documents, assessment of possible implications under the capital markets regulations, as well as assisting the client during negotiations with Morgan Stanley.
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Țuca Zbârcea & Asociații and Țuca Zbârcea & Asociații Tax are collaborating with Andersen Global in Romania
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