Țuca Zbârcea & Asociații advised Revetas Capital in relation to the disposal of Vitantis Shopping Center to Praktiker Real Estate Romania. The firm's real estate lawyers led by Partners Oana Ureche and Răzvan Gheorghiu-Testa advised the seller on all legal aspects that were incident to the transaction.

The deal marks the completion of a successful repositioning and revival of the retail scheme into a large-scale neighbourhood power centre focused on home, convenience and grocery products, with long-term leases secured by well-established domestic and international retail operators.

Radu Boitan, Head of Investments at Revetas Capital, said: "Vitantis Shopping Center was one of most ambitious investment exercises we undertook in 2014 and a showcase of a successful turnaround of a "first generation" shopping center located in one the most competitive submarkets of the Romanian capital city. During the holding period, we navigated one of the most challenging decades for retail as an asset class, additionally intensified by the dynamics of the following economic downturn initiated by the Global Financial Crisis and the massive traffic and operational restrictions imposed by the COVID-19 pandemic."

"The sale of Vitantis sets a new benchmark in the market as the first retail transaction in Romania to be completed post-COVID 19 in an open market process, following a record-breaking lease-up program to a mix of successful retail operators to which we are grateful for their trust and partnership. The transaction is a proof of maturity and resilience of the retail sector in a period of profound transformations", Radu Boitan concluded.

Vitantis Shopping Center - Praktiker Real Estate Romania deal follows another important transaction in the real estate sector that has been recently concluded by Țuca Zbârcea & Asociații's lawyers, namely a EUR 35 million acquisition of Record Park Offices in Cluj-Napoca by AYA Properties Fund.

Țuca Zbârcea & Asociații has a strong real estate team advising investors and developers, asset and property managers, financial institutions/banks, energy investors, major retailers, engineering, construction and infrastructure companies and public authorities. The firm is a three-time winner of the "Law Firm of the Year in Real Estate" Award from CIJ magazine (Central & Eastern European Construction & Investment Journal) and is also highly rated by all international legal directories (Legal 500, Chambers Europe etc) as regards its expertise in real estate and construction matters.

More details on the Vitantis Shopping Center - Praktiker Real Estate Romania deal can be found here.

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Real estate developer Speedwell together with Belgium based Baltisse and AYA Properties Fund have concluded the transaction for the sale of RECORD PARK Offices. The components, subject to this transaction structured as a share deal, are valued at EUR 35 million, and combine 15,000 sqm of A-class office and retail spaces (including a historical refurbished building) and 2,000 sqm stand-alone sports center with pool.

Țuca Zbârcea & Asociații acted as Romanian legal advisors to AYA Properties Fund, a Belgian based real estate investment fund with focus on AAA-locations in South-Eastern Europe, with a mixed team of M&A and real estate lawyers under the coordination of Dragoș Apostol, Partner (on the transaction side), together with Oana Ureche, Partner, Amalia Dumitru and Ioana Mărculeț, Managing Associates (on the due diligence side).

"We are very pleased and proud to have acquired the Class A office part of RECORD PARK, a mixed-use development in Cluj, Romania. Given it's AAA location, quality tenants and BREEAM certificate, the project becomes a prime asset in our portfolio.", said Simon Synaeghel, Investment Manager at AYA Properties Fund.

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Țuca Zbârcea & Asociații has announced six new Partner promotions, effective 1 January 2022.

Țuca Zbârcea & Asociații is strengthening its partnership with the appointment of six Partners, while five other lawyers were promoted to key roles such as of Managing Associate and Senior Associate. These promotions are instrumental to support important growth areas of the firm, such as dispute resolution, labour & employment, competition & State aid, real estate and finance & banking. It is also an indication of the remarkable results of Țuca Zbârcea & Asociații's team of lawyers especially in these challenging times.

The firm's new Partners are Mihai Anghel, Oana Gavril, Cătălina Mihăilescu, Andreea Oprișan, Alexandra Pereș, Alina Ungureanu.

Also Raluca Chelaru and Sergiu Negreanu were promoted to Managing Associate.

And Alin Ionescu, Marius Stanciu and Angelica Pintilie became Senior Associates.

"We've been through the hardest year in our law firm's history, but it ended with the greatest outcome - our fellow partner Robert Roșu was acquitted and released. This revitalised us, it reminded us that solidarity, cohesion and team spirit, the virtues we believe in the most, are the key to success. These year's promotions are not only a well-deserved confirmation of our colleagues' professionalism, but also the best expression of our faith in these virtues"., said Florentin Țuca, Managing Partner of Țuca Zbârcea & Asociații.

Further to the latest promotions round, Țuca Zbârcea & Asociații now counts 34 Partners, this being the largest number of Partners in a law firm in Romania.

NOTES TO EDITORS:
Mihai Anghel is a Partner with Țuca Zbârcea & Asociații's employment practice group. Mihai has over 17 years of professional experience in employment and labour law, providing legal advice to companies from various industries, such as FMCG, pharma, transports, IT&C, real estate, financial services, telecommunications, etc. He acquired solid and extensive experience in all relevant employment and labour related matters, ranging from hiring and firing, discrimination and harassment, performance appraisals, remuneration and benefits, to union issues and collective bargaining agreements, cross border transfer of undertakings, immigration matters, cross-border secondments, etc.

Oana Gavril is a Partner in the litigation and arbitration practice group at Țuca Zbârcea & Asociații. She has an extensive experience in complex litigation in legal areas such as administrative and fiscal law, labour and civil law, including matters of real estate and matters of corporate law. For the past 14 years, Oana has conducted numerous disputes concerning the annulment of tax decisions, disputes on determining and sanctioning the irregularities in accessing and using of European funds and/or of national public funds afferent thereof, as well as litigation cases on challenging the building permits/ Zonal Urban Plans and the challenging of various dismissal decisions, and cases regarding enforcement procedures and contractual or tort liability. In addition, Oana was involved in complex international arbitral proceedings.

Cătălina Mihăilescu is a Partner specialised in insolvency and liquidation, civil and commercial litigation, acting as a pleading lawyer before Romanian courts of all levels of jurisdiction. Cătălina is highly skilled in providing legal assistance and representation concerning complex corporate restructuring and reorganisation of companies through court procedures or out of court negotiations, including complex debt restructuring/debt recovery projects. Cătălina's 20 years of broad expertise includes civil and commercial disputes and enforcement proceedings, having represented foreign and local clients throughout all stages of pre insolvency and insolvency procedures. She is a co-author of the book - "Bankruptcy and Liquidation" (Universul Juridic, 2015).

Andreea Oprișan is a Partner with Țuca Zbârcea & Asociații's competition group, with 15 years of legal practice. Andreea combines legal and economic competition law tools in view of supporting clients' projects and handling the full-range of competition law issues from antitrust and compliance matters to merger control and state aid. Other areas in which Andreea advises clients on a day-to-day basis include consumer protection, advertising, unfair competition practices, commercial/contract law. Andreea's expertise covers a wide area of economic sectors including FMCG, agriculture, automotive, insurance, banking, energy, oil & gas, services, pharmaceuticals and cosmetics, healthcare, distribution and logistics, retail, IT&C, media and advertising, etc.

Alexandra Pereș, Partner, specialises in the areas of real estate, mergers and acquisitions, corporate and commercial, banking and finance. She is a highly skilled real estate lawyer, with a particular focus on construction and urbanism, retail, office, energy sector. As part of her 15 years' experience she has been involved in major projects on the Romanian market, coordinating mergers and acquisition projects, restructuring of debts and receivables and negotiation of afferent guarantees and advising on matters related to construction and urbanism, implementation of various real estate projects, structuring of real estate transactions and the associated financing process, commercial leasing and property management, as well as on various non-contentious aspects of real estate and construction related projects.

Alina Ungureanu, Partner, has a PhD in civil procedure law and over 18 years of practice in commercial litigation, domestic and international arbitration. She has an extensive experience in judicial proceedings related to the enforcement phase, including the recognition and enforcement in Romania of court decisions or arbitration awards issued by international courts. Furthermore, she has been involved in insolvency, reorganisation, and bankruptcy proceedings as a Member of the National Union of Insolvency Practitioners in Romania since 2008. Alina has also conducted complex dispute resolution cases in a variety of fields, from real estate and construction rights to insurance law litigation, representing some of the leading insurers on the market or in the field of railway infrastructure. She has experience in legislative proposals (mainly as regards civil procedure) and is the author of several legal works, published in domestic and international publications, as well as of the book - "The challenge to the enforcement proceedings" (Universul Juridic, 2012-2013). 

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Țuca Zbârcea & Asociații is the sole Romanian law firm to receive a rating in the 2022 edition of the Global Data Review/ GDR 100, the only ranking of the world's best data law firms.

According to the GDR 100, Țuca Zbârcea & Asociații houses "Romania's largest team of data protection and privacy lawyers and offers an exhaustive menu of services to domestic and international companies in telecoms, financial services, healthcare, life sciences, e-commerce, energy and other key sectors. In ticking all the boxes, Țuca Zbârcea & Asociații is well placed to handle large, complex and important data projects - something client referees particularly recommend it for. Further helpful in this regard is international expertise and a collaborative approach - Țuca Zbârcea's data experts have no problem slotting into cross-border legal teams whose members come from peer firms around the world."

The GDR 100 2022 edition also acknowledges the firm's leading individuals in this area, namely Ciprian Timofte, Ciprian Dragomir and Horia Ispas. According to the editors, Ciprian Timofte "has a passion for data protection and is an innovative thinker in the practice." Also, Ciprian Dragomir is "the firm's top IP mind but has a deft touch on data matters, particularly of a transactional nature." while Horia Ispas "hails from a corporate and commercial background and has a flair for optimising data strategies."

The GDR 100 is the only global ranking that captures the capabilities, track record and market reputation of the leading firms in the field of privacy/ data protection, and all other kinds of data law - including data localisation, B2B disputes about data acquisition and breach responsibility, antitrust, the use of IP and confidentiality laws to protect proprietary data, and more.

Further details on the GDR 100 2022 edition can be found here.

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Țuca Zbârcea & Asociații advised BMC Truck&Bus in relation to EUR 60 million tender procedures regarding the supply of 151 electric buses for public transport in 11 municipalities.

Following two tender procedures organised by the Romanian Ministry for Development, Public Works and Administration, BMC Truck&Bus has been awarded contracts for the supply of 151 electric buses, in an aggregate value of approximately EUR 60 million. The buses will be co-financed from EU non-reimbursable funds and are intended for the municipalities of Iași, Tulcea, Târgu-Mureș, Alexandria, Brăila, Constanța, Drobeta Turnu Severin, Focșani, Slobozia, Lugoj and Piatra Neamț. In the court proceedings for the resolution of the complaints one of the tenderers lodged against the outcome of the tendering procedures, BMC Truck&Bus was represented by a legal team from Țuca Zbârcea & Asociații, consisting of Ionuț Șerban, Cristian Neagu and Vlad Bîrta.

"Every public procurement dispute is a challenge because the supporting technical information, which is highly specialised, must take legal form in order to be presented before the National Council for Solving Complaints and before the courts. Lawyers' key role is to make explicit and accessible the often-dry technical data that these procedures entail" said Ionuț Șerban, Partner and coordinator of the legal team.

BMC Truck&Bus has a factory in Ciorogârla, employing over 70 people. Currently it is expanding the factory's production lines, given the growing demand for electric buses in Romania and on the European market.

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Țuca Zbârcea & Asociații has obtained the annulment of a Tax Assessment Notice issued by the National Agency for Fiscal Administration (ANAF) regarding the reclassification of daily allowances as salary income. The firm's lawyers had previously obtained stay of some similar tax assessment notices in several other cases brought before the courts.

A mixed team of lawyers and tax advisors from Țuca Zbârcea & Asociații and Țuca Zbârcea & Asociații Tax, respectively, successfully assisted and represented an international road transport operator before the Sibiu Tribunal, in connection with the annulment of notices issued by the tax authorities.

The tax assessment notices by which the tax authorities reclassified the secondment/ delegation allowance (per diem) into salary income can be annulled if demonstrated that no real analysis has been conducted into the application of the legal concepts of posting of workers / delegation as provided by the Labour Code and the related tax legislation.

By its judgement as of 8 December, the Sibiu Tribunal annulled the tax assessment notice and the tax decision handed down in the appeal, whereby the tax authorities reclassified the daily allowances granted by a transport operator. This judgment marks the tax authorities' obligation to provide a proper analysis of the conditions of legality and validity underlying the specifics of the employment and tax relations between international transport operators and their employed drivers. It also outlines a recent judicial and administrative practice whereby the relevant judgments rendered by the Court of Justice of the European Union become a beneficial model for analysing the conditions governing international transport operators' activity.

Țuca Zbârcea & Asociații regularly represents clients before the tax authorities and the courts in tax disputes such as those referred above. The team includes Ioana Hrisafi (Partner) and Mihail Petcu (Senior Associate) and is supported by a team of tax advisors within Țuca Zbârcea & Asociații Tax - Ramona Chițu (Tax Director) and Andreea Florian (Tax Manager).

Even if the adoption of a tax amnesty on payment obligations resulting from the reclassification of daily allowances as salary is becoming increasingly plausible, Țuca Zbârcea & Asociații recommends international road transport operators to rigorously prepare for tax inspections and to carefully analyse the findings of the tax authorities, both during the inspection and during the settlement of challenges.

Besides, the reclassification of daily allowances as salary income, a topic that arouses much interest among transport operators, was discussed by the firm's lawyers and tax advisors at its annual tax and legal conference - "Tax disputes - directions and evolution" of 8 December 2021.

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Romanian company Electrica has signed with Monsson a contract for the sale and purchase of shares in a project company that is developing a photovoltaic park with an installed capacity of 77.5 MW of renewable energy. The transaction concerns the full acquisition of the project company - Foton Power Energy S.R.L., wholly owned by the seller, which is developing the "Bihor 1" photovoltaic project.

The total estimated purchase price is EUR 4.2 million, and the final price will be determined by adjusting the total estimated price according to the authorised production capacity, based on a contractually established calculation formula.

A team of lawyers and tax advisors from the Țuca Zbârcea & Asociații and Ernst & Young respectively advised Electrica group.
Țuca Zbârcea & Asociații deployed a multidisciplinary team of energy, M&A, real estate lawyers led by Partner Sorin Vlădescu, including, among others, Nisa Jecu (Managing Associate) and Raluca Mișu (Managing Associate).

Corina Popescu, General Manager of Electrica, stated: "The acquisition of this significant new project is a reconfirmation of our commitment to the development of the renewable energy production sector, which, in the current market context, is a viable solution. The energy transition can only be achieved through a joint effort, and the Electrica Group has a very clearly articulated strategy in this regard."

The official press release of Electrica group can be found here.

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African Industries Group signed a syndicated loan of EUR 49.5 million to finance the acquisition of Thames Farming Enterprises, the parent company of Agricom Borcea, Tudor 92, Concordia Agro farms and Alisa Farm Management, from Călărași County, with a total area of 13,700 hectares and a storage capacity of almost 40,000 tons.

The syndicated financing was coordinated by Banca Transilvania, as the Principal Mandated Arranger, with OTP Bank Romania as a part of the banking union, both banks being financiers.

Legal advisor for Banca Transilvania was Țuca Zbârcea & Asociații, while EY acted as the tax adviser of the transaction. Mihai Dudoiu, Partner of Țuca Zbârcea & Asociații led the team of lawyers, with Sergiu Negreanu and Cătălin Georgescu also being part of the core team advising Banca Transilvania.

"Banca Transilvania is a traditional financier of Romanian agriculture, bringing a vast expertise through the specialized Agribusiness segment. We are happy to support, through our unionization department, the financing of one of the most important procurement transactions in agribusiness, through its size", said Cosmin Călin, Executive Director of Large Corporate Clients, Banca Transilvania.

Further to the deal, African Industries Group expands the group's agricultural activities in Romania approaching 20,000 hectares.

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