Projects
Major Projects in 2010
Year 2010 was the successful completion of the first issue of capital market which has been rejected a hostile takeover attempt by Mittal Arcelor SA Comvex port operator.
Besides the novelty of the litigation, it was meant to illuminate some important issues relating to mandatory tender offer material.
Major Projects in 2009
Advice and assistance provided to the Selection Commission within the international tender for the appointment of the company that administrates Proprietatea Fund, a concrete step towards the listing of the Fund, considered by analysts as the most important event on the capital market for the past 10 years;
Advise provided to the Selection Commission throughout negotiations with the Proprietatea Fund's administrator that has won the international tender, Franklin Templeton Ltd;
Advising A.V.A.S. (Authority for State Assets Recovery) in outlining the legislative framework applicable to setting up and listing of a new investment fund intended for capitalisation through the capital market of residual interests held by the Romanian State in certain companies.
Legal assistance and representation to SIF Banat-Crişana in courts of law during extremely complex litigations whose subject-matter was the actions to quash the Resolution of the Ordinary General Meeting of Shareholders of 24.04.2009 and the Decision of the Board of Directors ascertaining the concerted action of a part of the company's shareholders. Litigations take place amid the background of heated debates whether or not one should keep the 1% shareholding threshold in Financial Investment Companies (SIF);
Representation to SIF Banat-Crişana in litigations related to requests for summary orders for the suspension of the effects of the SGM Resolution of 24.09.2009;
Legal assistance and representation granted to SIF Moldova in courts of law during litigations whose subject-matter are actions to quash the OGMS Resolution of 25.04.2009 and the Decision of the Board of Directors to ascertain the concerted action of a part of the company's shareholders;
Legal assistance and representation to Proprietatea Fund in disputes on challenges filed pursuant to Law no. 10/2001, orders to issue administrative acts, issue of the certificate attesting the capacity of shareholder of S.C. Fondul Proprietatea S.A., granting dividends, claims, compensations;
Legal assistance and representation to S.C. Comvex S.A. in commercial and administrative litigations in connection with the public takeover bid initiated by Arcelor-Mittal Steel, including advice in connection with the extremely complex topics of mandatory public takeover bids and the documents issued by the CNVM in this matter.
Older Projects
Project Representation in court in respect of disputes generated by the share capital increase with a view to changing into a compensation fund
Year 2007 – present
Client Societatea Nationala pentru Compensare Decontare si Depozitare
Activities performed Court representation in respect of disputes generated by the share capital increase with a view to changing into a compensation fund.
Project General legal assistance on matters related to the capital market
Year 2007
Client Depozitarul Central
Activities performed General legal assistance in matters related to the capital market.
Project General legal assistance on matters related to the position of issuer listed on the capital market
Year 2006 - present
Client Precizia
Activities performed General legal assistance in matters related to the position of issuer listed on the capital market.
Project Fondul Proprietatea (registration as shareholder and presentation records for companies included in the portfolio) – share capital approximately EUR 4 billion
Year 2006 - present
Client Fondul Proprietatea
Activities performed Assistance and/or representation in the registration of the transfer of the ownership right in the assets included in the portfolio of Fondul Proprietatea; drafting presentations/diagnosis analyses of the companies included in the portfolio of Fondul Proprietatea; assistance in exercising the rights conferred by the capacity of shareholder and representation in court within disputes tending to protect the rights of Fondul Proprietatea; general legal assistance.
Project Primary public offer of shares for the listing of CNTEE Transelectrica on the Bucharest Stock Exchange (issue value – approximately EUR 35 million)
Year 2006
Client Mediation Consortium formed of Alpha Finance, BRD Securities and Raiffeisen Capital & Investment
Activities performed Drafting a due diligence report; documentation for corporate actions, offer documentation, listing documentation; assistance in drafting all the documents related to the public offer, including the issue prospectus; assistance or representation before the National Securities Commission/Bucharest Stock Exchange for development of the public offer process and for the procedure of admission for trading.
Project Merger by absorption Loulis – Titan
Year 2006
Client S.C. Loulis S.A.
Activities performed Legal assistance in the merger by absorption between LOULIS (absorbing company) and TITAN (absorbed company), which included: drafting merger project, convenings and resolutions of the extraordinary general meetings; drafting merger presentation document; assistance and representation before the Trade Register Office, the National Securities Commission, the Bucharest Stock Exchange and Depozitarul Central.
Project Listing of the shares issued by Alumil on the Bucharest Stock Exchange as a result of the public offer (approximate value of the offer 8 million EUR)
Year 2006
Client Alumil Rom Industry
Activities performed Preparing the documentation related to corporate changes prior to initiation of the public offer procedure; drafting due diligence report in the perspective of admission for trading of Alumil shares.
Project Report on the conditions of integrated performance by the entities in the BCR Group of financial investment/administration investment/custody/storage services
Year 2006
Client Banca Comerciala Romana
Activities performed Analysis of interrelations and conflicts of interests between the agency activities of financial instruments: custody; storage of the assets of collective investment bodies; administration of the assets of collective investment bodies.
Project Authorization by CNVM SAI STK Financial and of the closed-end investment fund STK Emergent
Year 2005 - 2006
Client Sai Stk Financial
Activities performed Drafting all the documents related to the authorization by CNVM of the investment administration company and of the closed-end investment fund.
Project General legal assistance in problems related to the position of issuer liste don the capital market
Year 2005 - present
Client Stirom S.A.
Activities performed General legal assistance in problems related to the position of issuer listed on the capital market
Project Issuance of bonds Yioula Glassworks on external markets (value of the issuance – approximately EUR 140 million )
Year 2005
Client Yioula Glassworks
Activities performed Drafting due diligence report in view of an issuance of eurobonds in value of EUR 140 million by the parent-company Yioula Glassworks; drafting the documentation related to the public offer.
Project Merger by absorption between Mopan and Moara Loulis Romanian Flour Mills
Year 2005
Client Moara Loulis
Activities performed Legal assistance in the merger by absorption between MOPAN (absorbing company) and Moara Loulis – Romanian Flour Mills Loulis (absorbed company which changed its name to Loulis), which included: drafting merger project, convenings and resolutions of the extraordinary general meetings; assistance and representation before the Trade Register Office, the National Securities Commission, the Bucharest Stock Exchange; assistance in the operational implementation of all merger effects (take over of commercial agreements, authorizations, labour agreements, bank accounts s.a.)..
Project Legal assistance in listing, as well as for un-listing Leumi Bank (former Eurom Bank), including court representation in lawsuits having as object the un-listing procedure
Year 2003 - 2007
Client Leumi Bank
Activities performed Legal assistance in listing, as well as for un-listing Leumi Bank (former Eurom Bank), including court representation in lawsuits having as object the un-listing procedure.