Țuca Zbârcea & Asociații | PRACTICE AREAS

Capital Markets & Securities

Ţuca Zbârcea & Asociaţii offers legal advice on a variety of capital market related issues to a significant client roaster comprising the most important players in the Romanian capital market: listed companies; financial investment companies; investment firms; asset management companies; closed-ended investment companies; depositories/clearing & settlement houses and central counterparty service providers; stock exchanges; Investors Compensation Fund; various investors, etc

Our Services

legal assistance as regards the special regime applicable to due diligence processes concerning listed companies, the organisation of data rooms and the flow of information in accordance with the law, the conducting of due diligence processes and the drafting and negotiation of agreements between the parties to the transaction or between shareholders, in line with the legal provisions.
assistance in connection with the trading of financial instruments, takeover bids, (including mandatory takeover offers) and offers to sell, as well as direct market transactions or OTC transactions, cross-border trading, shareholders' rights and obligations, relationships among an issuer’s shareholders, as well as advice and representation related to market abuse issues.
assistance in the application and interpretation of applicable rules, compliance obligations (including those concerning establishment and operation) applicable to market operators, the central depository, the central counterparty, investment management companies, intermediaries, investment companies / funds, as well as assistance and representation before the Financial Supervisory Authority (ASF) (including in ASF inspections and challenges to the documents issued by ASF). Our expertise also covers the drafting of the documentation for the establishment and authorisation of these entities and, if the case may be, for contracting with clients.
listing of companies on regulated markets and other trading platforms as well as delisting, public offering, compliance with post-listing obligations, but also the relationship with shareholders as well as the organisation and coordination of general meetings of shareholders.

Client Highlights

Assisting investors in public sale/purchase public offers concerning shares in issuers listed on the Bucharest Stock Exchange Market; our mandate entailed assistance in preparing a legally compliant market sounding process, drafting of the offering prospectus/terms, reviewing the contract with the investment firm, assisting the client before the Financial Services Authority in relation to offering's approval.
Assisting issuers listed on the Bucharest Stock Exchange Market in complying with the capital markets regulations as regards public disclosure/reporting requirements, shareholders rights, organizing and holding corporate events (including GMSs), communications with the Financial Services Authority, market sounding processes, capital increases/decreases/debt-equity swaps and primary public offerings and company delisting requirements.
Assisting major local investors in relation to the local capital market regulations and implementing a compliant conduct, in particular as regards investment limitations, cooperation between shareholders, exercise of shareholder rights, representation in important GMSs of listed companies, management of company data/inside data rules, acquisitions of listed shares via various mechanisms, in-kind contribution of listed shares into other companies; our assistance also entailed organizing training sessions for the relevant personnel of top investors in relation to various capital markets regulations.
Assistance in relation to direct/indirect acquisitions of significant/majority stakes in listed companies; our services covered data room preparation/market sounding, due diligence, transaction structuring, drafting and negotiating the transaction agreements.
Assisting the Bucharest Stock Exchange for more than 7 years in respect of the interpretation and implementation of the special regime applicable to it both as market operator and listed company on its own platform.
Providing assistance in relation to the establishment of local asset management companies, as well as in relation to the operation and legal compliance of such companies; also, our assistance covered the sale of the majority stake in an important local asset management company.
Providing legal advice in relation to the setting-up of investment companies and the special legal regime applicable to such market players.
Assistance in the drafting of the contractual package to be entered with clients for financial investment services by an important local investment firm.
Assistance in the first dual listing on the Bucharest Stock Exchange and the drafting of the local regulations in the Bucharest Stock Exchange Code and Central Depository Code for ensuring the required legal framework (cross-border share transfers, market makers, shares sale without account prevalidation).

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