Corporate & Business Law Firm in Romania

Anghel Stabb & Partners

Str. Dr. Petre Herescu 15 Et. 1 Sector 5 Bucharest Romania

 +40 (21) 410-4885
 +40 (21) 410-2371

www.stabblaw.com
 Contact David Stabb

Law Firm Overview

Anghel Stabb brings together a team of experienced Romanian and international lawyers, which is able to offer a combination of in depth local experience and knowledge in all relevant areas of Romanian law, together with an excellent appreciation of the commercial requirements expected by our international clientele. The lawyers on the team are highly dedicated and enthusiastic and very flexible in terms of availability and are noted for their speed of response and creativity in conceiving new solutions. All Romanian members of the team are fully fluent in English, French and Romanian.

The presence of resident international lawyers on the team enables the Firm to ensure effective management and organization of the provision of legal services combined with international methods of working. Project coordination (including quality control, overall supervision, reporting and budget management) and day to day co-ordination of the team in Bucharest is conducted by David Stabb and Ana Anghel.

In addition, the success of any major transaction will depend to a great extent on the team work of the professionals and others involved from all disciplines. We have particular experience of transaction management, but we are also accustomed to working as part of a team of consultants to achieve the common aim of devising and implementing a project, on time and within budget, in a manner, which is responsive to both to local and international needs.

Based on long term experience in the Romanian market place starting from 1998, the Firm is able to offer expertise in a wide range of legal and business matters covering all our clients' needs. Our practice ranges from providing advice in connection with inward investment in Romania and subsequent sales of investments, whether by way of stock exchange listings, trade sales, privatization, Greenfield developments, joint ventures and major projects (whether involving public or private sector finance or a combination of both) to providing ongoing advice to our clients on all corporate, banking, property/real estate, securities, competition, employment and commercial matters as they develop their businesses.

We aim to understand our clients' businesses and the sectors and markets in which they operate and to work with them in evolving practical solutions to the legal aspects of running their businesses. We listen carefully to our clients and, building on our market understanding, give advice in the context of their business strategies; we are always concerned with commercial realism not merely legal competence. We also appreciate the need to provide our clients with a prompt, professional, efficient and ethical service at an international standard, whilst on a cost effective basis.

Our experience includes numerous joint ventures, acquisitions, management and employee buy-outs, privatizations and project finance transactions acting for both local and international clients in Romania and elsewhere in the region (Bulgaria, Hungary and Moldova). In recent years we have also developed our litigation capacity acting on high profile shareholder litigation, insurance litigation and cross-border disputes.

Members of the team are well ranked by the independently compiled annual reviews of the European Legal 500, Chambers Directory and Global Counsel 3000 for their expertise in M&A, privatization, energy, utilities, insurance, employment and litigation.

In addition to providing advice on Romanian legal matters, the firm also acts with a network of contacts and advisers throughout the region, especially in Bulgaria, Moldova, Hungary and Ukraine.

Year this Office was Established: 1998

Languages: English, French, German, Romanian.

Practice Areas

Additional Practice Areas: Legal Due Diligence; Public Private Partnerships; Concession Law; Liquidations; Law Reform; Disposals; Company Law; Corporate Restructuring; Pensions; Utilities Law; Shipping Law.

Practice Areas Description

Anghel Stabb provides a wide variety of legal services including:

- Aviation Law

• Advising on the financing of the acquisition of a helicopter for operation in Romania
• Advising on leases of airplanes and helicopters and taking security
• Advising on a US-European-Romanian joint venture for the manufacture, certification and sale of Romanian designed aircraft in the West
• Registration of aircraft under Romanian flag and subsequent deregistration
• Advising on a significant US-Romanian joint venture for the servicing and maintenance of passenger airliners
• Advising on the recovery of aircraft upon default by lessees
• Advising on a bid for a listed aerospace manufacturer

- Banking and Finance, Project Financing and Public Private Partnerships

• Advising on all aspects of the establishment and operations of a number of commercial banks, including preparing model loan and security documentation
• Advising an international financial institution on providing loan and convertible loan finance to a Greenfield brewery development and on taking security in relation to the project
• Advising EBRD in relation to its capitalization of private banks in Romania and Bulgaria
• Advising EBRD on a series of loans of $5 to 10 million each to four Romanian banks and the security packages available
• Advising EBRD on a loan to finance the construction of a bottling plant for a multinational soft drinks company in Romania and on taking security in relation thereto
• Advising an Israeli bank on a $ 22 million loan to fund the acquisition of a hotel chain and associated security
• Advising on the Romanian aspects of the group restructuring of an Austrian banking group
• Advising on the establishment of a bank specializing in the provision of credit to small and medium sized enterprises
• Advising EBRD on the grant of a loan facility to Banca Transilvania and the taking of security over the security taken by Banca Transilvania under its sub-loans
• Advising the Government of Romania on reform of the law relating to secured lending
• Presenting a series of seminars to clients on the secured lending and foreign exchange laws
• Advising on security structures for a number of project finance transactions in the utilities sector
• Advising an Austrian bank on a $ 150 million loan to a Romanian petroleum company
• Advising the syndicate bank on a loan to the National Bank of Romania
• Advising on the lease financing of railway carriages and rolling stock and security and enforcement of security
• Advising on transactions involving property developments involving taking security over real estate in Romania
• Advising an Austrian bank on the preparation of a manual on secured lending transactions in Romania, including preparing model loan and security documentation

- Bankruptcy

• Advising liquidators in relation to the liquidation of a number of major companies controlled by the Romanian State, advising on sales of businesses and individual asset sales by way of tender and drafting all associated documentation
• Advising entities undergoing judicial reorganization in Romania
• Advising clients on voluntary liquidation of their activities in Romania
• Advising clients on implementing large scale redundancy programs
• Advising purchasers seeking to buy assets from companies in liquidation
• Advising clients on defending against claims for bankruptcy and judicial reorganization
• Advising creditors seeking to initiate judicial reorganization and liquidation procedures against their debtors and seeking to maintain their claims as part of such procedures

- Business, Company, Foreign Investments, Joint Ventures and Corporate Law

• Acting on all aspects of the biggest UK investment in 2004 in Timisoara a foam molding plant
• Acting on the acquisition of an asset valuer
• Acting on the acquisition of a wood processing plant
• Advising on the establishment of a gaming company
• Acting for various multinational companies in their respective acquisitions of, and bids to acquire, Romanian companies from the SOF and other vendors
• Advising on the establishment of a lime production manufacturer
• Advising on all aspects of the establishment and operations of a major international shipping and transportation company
• Advising on the establishment of a fertilizer producer
• Advising on the acquisition, by way of tender, of a manufacturing plant
• Advising two British companies of the disposals of their interests in a construction services company
• Advising a manufacturer on the $100 million Greenfield development of a new production facility
• Advising on the $ 40 million sale of a food manufacturing facility
• Advising a French investor on investing in a pharmaceutical distribution company
• Acting for a major multinational company in its acquisition of a Romanian detergent factory and on day to day matters arising from its ongoing business; advising on the reorganization, by way of merger, of the client's companies and businesses in Romania
• Advising on the restructuring and increased capitalization of a Greenfield Romanian company, and the acquisition of minority shareholdings by the majority shareholder
• Advising two clothing manufacturers on multi-million dollar Greenfield developments of new production facilities
• Advising two British companies on their exit from a joint venture for architectural design services in Romania
• Advising on the acquisition of a rolled steel mill
• Advising on the sale of a major services company
• Advising an Austrian client on structuring its trade finance arrangements in Romania
• Establishing a corporate structure and licensing arrangements for the worldwide marketing and distribution of the products of a Romanian pharmaceutical company
• Advising on the restructuring and increased capitalization of a privatized Romanian company, and the acquisition of minority shareholdings by the majority shareholder
• Advising on the restructuring of various Romanian companies, including on alteration of corporate status, revision and updating of constitutive documents and alteration of capital structure
• Advising on the establishment and incorporation of a wide variety of new businesses and on day to day company, commercial property and employment issues arising for such businesses
• Advising on the purchase of a bar
• Advising on the drafting of franchise contracts
• Due diligence work in various industries, including a provider of water and sewerage services, general manufacturing, quarrying, steelworks and food processing
• Advising on the acquisition and development of Greenfield sites for a Danish developer of out of town shopping centers
• Registration of trade marks
• Advising on the acquisition of a wood panel factory and the establishment of a company benefiting from Disadvantaged Area tax benefits
• Acting in relation to the competition issues arising from the need to notify economic concentrations following mergers and acquisitions in Romania
• Advising a US cosmetics company on product packaging and licensing requirements
• Obtaining fire authorization and other operational permits

- Capital Markets / Securities

• Advising on a sale of shares on RASDAQ
• Advising on an initial public offering on the Bucharest Stock Exchange
• Advising on capital increases by public offerings and upon control implications of the acquisition of shareholdings in quoted companies
• Advising listed companies on their obligations under the securities law
• Advising on the de-listing of companies

- Commercial and Contract Law

• Acting on the acquisition of an asset valuer
• Acting for various multinational companies in their respective acquisitions of, and bids to acquire, Romanian companies from the SOF and other vendors
• Advising on the establishment of a lime production manufacturer
• Advising on all aspects of the establishment and operations of a major international shipping and transportation company.
• Advising on the establishment of a fertilizer producer
• Advising on the acquisition, by way of tender, of a manufacturing plant
• Advising clients on corporate and employee taxation
• Advising clients on licensing requirements for their businesses
• Advising an Austrian client on structuring its trade finance arrangements in Romania
• Establishing a corporate structure and licensing arrangements for the worldwide marketing and distribution of the products of a Romanian pharmaceutical company
• Advising on the restructuring and increased capitalization of a privatized Romanian company, and the acquisition of minority shareholdings by the majority shareholder
• Advising on the restructuring of various Romanian companies, including on alteration of corporate status, revision and updating of constitutive documents and alteration of capital structure
• Advising on the establishment and incorporation of a wide variety of new businesses and on day to day company, commercial property and employment issues arising for such businesses
• Due diligence work in various industries, including a provider of water and sewerage services, general manufacturing, quarrying, steelworks and food processing
• Advising on the acquisition of a wood panel factory and the establishment of a company benefiting from Disadvantaged Area tax benefits
• Acting in relation to the competition issues arising from the need to notify economic concentrations following mergers and acquisitions in Romania
• Advising a US cosmetics company on product packaging and licensing requirements

- Competition Law

• Acting in relation to numerous notifications to the Competition Council following acquisitions and mergers
• Obtaining clearance from the competition authorities in relation to a series of exclusive distribution and marketing agreements

- Concession Law

• Advising an American investor on the acquisition of a company having five onshore exploration licenses
• Advising a Japanese power company on its provision of debt and convertible debt finance to an Independent Power Project, including reviewing the options for taking security and advising on renegotiation of power purchase agreements
• Advising the Municipality of Bucharest, under an EBRD funded project, on the preparation of the district heating operations for privatization
• Advising on the establishment of an "inside the fence" 400MW CCGT power station in Romania, together with the associated off take, interconnection and fuel agreements
• Advising an investment fund on the disposal of its interest in a gas distribution company
• Advising a Ukrainian company on taking legal action against Rafo S.A, one of the largest Romanian oil refineries
• Advising an international financial institution on the introduction of private sector participation by way of competitive tender for a concession to operate the public assets and to provide the public services, currently operated by a major municipal regie autonome, concerned with water supply and sewerage. This has included advising on the privatization strategy and procedures for inviting tenders for private sector participation and ensuring bankability of all transaction documentation
• Advising the Municipality of Bucharest on its negotiations to enter into a concession agreement with a strategic investor for the construction of a water treatment facility on a DBOT basis
• Advising the lessor on the establishment by way of lease of a dedicated CCGT generation plant for a large industrial company; advising on and negotiating energy performance contracts
• Advising EBRD on introducing private sector participation into the Romanian district heating sector by way of competitive tender for a concession
• Advising a multinational energy company on the establishment of a gas marketing joint venture and a series of electrical and thermal power projects involving CCGT power facilities
• Negotiating gas supply contracts
• Advising a hydroelectric power engineer on its establishment in Romania and its joint venture negotiations with CONEL
• Advising a Texas independent oil company on implementation of its operation agreement in relation to three onshore oil fields in Romania
• Advising multinational energy companies on establishing joint ventures in Romania
• In conjunction with EBRD, advising EC Phare on reform of the Romanian secured transaction law and concessions law and drafting the norms for implementing that legislation
• Advising on the concession of assets by way of competitive tender on behalf of concession authorities and successful concessionaires
• Advising on power trading issues and the establishment of an electricity trading company
• Advising a Romanian cable TV company on raising $ 24 million of funding from an international investment fund
• Advising on the acquisition of concessions of farming land
• Advising on mining concessions, authorizations and associated land use issues

- Corporate Restructuring

• Advising liquidators in relation to the liquidation of a number of major companies controlled by the Romanian State, advising on sales of businesses and individual asset sales by way of tender and drafting all associated documentation
• Advising entities undergoing judicial reorganization in Romania
• Advising clients on voluntary liquidation of their activities in Romania
• Advising clients on implementing large scale redundancy programs
• Advising purchasers seeking to buy assets from companies in liquidation
• Advising creditors seeking to initiate judicial reorganization and liquidation procedures against their debtors and seeking to maintain their claims as part of such procedures

- Employment and Pensions Law

• Advising on individual and collective labor contracts, internal regulations and policies, confidentiality, restrictive covenants and non-compete agreements, management contracts, stock option plans and other benefits programs, safety and health rules and regulations and with data protection implications in an employment context
• Advising on the legal requirements relating to restructurings and business transfers and individual and collective dismissals;
• Representing corporate clients in connection with employment-related disputes
• Reviewing the employment policies of clients
• Drafting employment contracts, internal regulations and job descriptions
• Advising on the termination of employment of managers and employees of Romanian companies
• Advising on employee entitlements under the Labor Code
• Advising companies on “gardening leave” for employees
• Obtaining visas and residence permits for non-Romanian employees and staff on secondment to Romania

- Energy and Utilities Law

• Advising an investment fund on the disposal of its interest in a gas distribution company
• Advising a Ukrainian company on taking legal action against Rafo S.A, one of the largest Romanian oil refineries
• Advising an international financial institution on the introduction of private sector participation by way of competitive tender for a concession to operate the public assets and to provide the public services, currently operated by a major municipal regie autonome, concerned with water supply and sewerage. This has included advising on the privatization strategy and procedures for inviting tenders for private sector participation and ensuring bankability of all transaction documentation
• Advising the Municipality of Bucharest on its negotiations to enter into a concession agreement with a strategic investor for the construction of a water treatment facility on a DBOT basis
• Advising the lessor on the establishment by way of lease of a dedicated CCGT generation plant for a large industrial company; advising on and negotiating energy performance contracts
• Advising EBRD on introducing private sector participation into the Romanian district heating sector by way of competitive tender for a concession
• Advising a multinational energy company on the establishment of a gas marketing joint venture and a series of electrical and thermal power projects involving CCGT power facilities
• Negotiating gas supply contracts
• Advising multinational energy companies on establishing joint ventures in Romania
• In conjunction with EBRD, advising EC Phare on reform of the Romanian secured transaction law and concessions law and drafting the norms for implementing that legislation
• Advising on the concession of assets by way of competitive tender on behalf of concession authorities and successful concessionaires
• Advising on power trading issues and the establishment of an electricity trading company

- Insolvency and Liquidations Law

• Advising liquidators in relation to the liquidation of a number of major companies controlled by the Romanian State, advising on sales of businesses and individual asset sales by way of tender and drafting all associated documentation
• Advising entities undergoing judicial reorganization in Romania
• Advising clients on voluntary liquidation of their activities in Romania
• Advising clients on implementing large scale redundancy programmes
• Advising purchasers seeking to buy assets from companies in liquidation
• Advising creditors seeking to initiate judicial reorganization and liquidation procedures against their debtors and seeking to maintain their claims as part of such procedures
• Advising on wind-up procedures

- Insurance Law

• Advising UK underwriters on a settlement with a Romanian insurance company
• Advising Lloyds of London underwriters on the successful defense of a 7 million Euro insurance claim

- Intellectual Property, Copyright and Trademarks

• Establishment on an on-line music download business and all applicable licensing issues.
• Establishment of a casino and gaming business and all applicable licensing issues.
• Advising on the licensing of software and drafting license agreements.

- Investment Funds

Based on the firm's long term experience in Central and Eastern Europe and especially in Romania, the team is able to offer significant experience of acting for foreign investors, including investment funds, in implementing private company share and asset acquisitions and disposals. This has involved various types of acquisition and disposal transaction, including trade and portfolio sales/ purchases, whether through open or closed tenders or by direct negotiation and transactions via the stock exchange and secondary exchanges, including private placements.

Accordingly, the Firm has experience of the commercial perspectives and dynamics of both sides of such transactions and the transaction structures available within the context of currently applicable legislation for implementing acquisitions and disposals and particularly the importance of (i) Greenfield and balancing the interests of the transaction parties (which may well involve not only the investment fund, but multiple vendors who may be exiting at the same time or management teams who may need to be locked in by "tag"- and "drag-" along provisions), (ii) identifying practical, creative and commercially oriented solutions to the issues that may arise during the course of any individual transaction and (iii) working to demanding time schedules. From working on such transactions, the Firm also has the following relevant experience:

- Due Diligence / Disclosure Exercises

• The Firm has extensive experience in carrying out due diligence and disclosure style exercises, in a wide variety of industries, including general manufacturing, pharmaceuticals, property, scrap metal trading, infrastructure, information technology, finance, energy, environmental services, agribusiness, hotels and tourism, municipal water and sewerage, quarrying, textiles, steelworks, telecommunications and food processing.
• Negotiation and Preparation of Transaction Documentation and Share and Asset Sales
• The Firm has extensive experience in negotiating and drafting all transaction documentation on both the buy and the sell side in connection with investments and disposals by investment funds.
• Corporate Restructuring
• The Firm has extensive experience in corporate restructuring, should this be required in order to position any particular investee company as part of developing an exit strategy post-investment, for example, involving division or merger of companies and structuring and increase of share capital.
• International Tax Structures
• Through its past experience in working with investment funds, the team also has experience of the tax aspects arising in relation to Cypriot and Dutch holding companies and need for entry and exit transactions to have properly structured escrow arrangements.

- Law Reform

The Firm is well accustomed to advising governmental institutions in Romania through the following projects:

• Advising the Ministry of Health on drafting the secondary legislation implementing the Health Law 2006
• Advising, in conjunction with EBRD, the Government of Romania on reform of the concessions law (including advising on drafting the procedural norms for implementing the concession law and for organizing invitations for competitive tender to be invited there under)
• Advising the Government of Romania on the law on secured lending
• Advising three municipalities on the restructuring of the district heating sector in Romania
• Advising the consortium leader on a project to provide technical assistance on privatization to the SOF
• Advising on the amendment of laws on companies and the stock exchange and on related subordinate legislation

- Litigation, Arbitration and Dispute Resolution

• Assisting clients in a number of lease disputes and debt recovery cases
• Advising on a successful challenge to the rejection of registration of a trade mark
• Advising on litigation against Romanian company directors and managers
• Advising on the enforcement of mortgages and pledges
• Advising on a dispute between international airlines and the Bucharest airport authority
• Advising on options for bringing legal actions against Romanian companies over television rights in the sports sector
• Taking statements from witnesses involved in legal proceedings in the United Kingdom and Hong Kong; arranging video interviews of witnesses
• Advising on debt recovery from Romanian companies
• Advising on the defense of foreign citizens against extradition proceedings brought by the State of Romania
• Advising clients on bringing and defending proceedings in bankruptcy/judicial reorganization
• Advising on legal actions against Romanian State institutions for contentious administration

- Mediation / Arbitration

• Assisting Romanian companies in successful claims in litigation/arbitration proceedings against Western trading partners
• Assisting international and Romanian clients in a wide variety of litigation cases, including arbitration, lease disputes and debt recovery cases
• Advising on a successful claim in arbitration in the Hague against the Romanian Government by a Polish investor for discriminatory treatment of the investor
• Advising Lloyds underwriters on negotiating a settlement of a claim with a Romanian insurance company

- Mergers, Acquisitions and Disposals

Based on the firm's long term experience in Central and Eastern Europe and especially in Romania, the team is able to offer significant experience of acting for foreign investors, including investment funds, in implementing private company share and asset acquisitions and disposals. This has involved various types of acquisition and disposal transaction, including trade and portfolio sales/ purchases, whether through open or closed tenders or by direct negotiation and transactions via the stock exchange and secondary exchanges, including private placements. If the exit strategy so requires, the lawyers in the team also have experience of listing companies on stock exchanges.

In all cases, whether acting on the buy or the sell side, we have assisted in identifying and structuring possible exit strategies at the time of the investment, as well as advising on the general legal and regulatory environment relating to the investment/divestment. Subsequent to advising clients on making such investments, we have also acted on implementation of corporate restructuring in preparation for divestment.

- Privatization Law

The Firm has participated in projects involving preparation of privatization / restructuring transactions on the "sell" side as well as on the "buy" side.

- Property and Construction / Landlord and Tenant Law

Romania has become a very active and popular real estate market in the last few years and Anghel Stabb & Partners has developed its real estate practice to meet the high levels of demand from our clients. The key focuses of our Corporate Real Estate practice are:

• Advising developers on acquiring land for the purpose of development as residential and commercial/ retail developments
• Advising constructors, sub-contractors and architects on structuring their contractual relations with the developers of projects in Romania
• Advising purchasers of investment properties in Romania
• Advising funds establishing real estate investment funds

- Shipping and Transportation Law

• Advising on bare boat contracts for Romanian fishing vessels
• Advising on the acquisition of hulls constructed in Romanian shipyards
• Advising on a possible bid for Constantan yard
• Advising a Romanian company on the charter of a tanker
• Advising on the sale of ships by Romanian shipyards

- Telecommunications, Media and IT Law

• Advising a client on its investment in a mobile telephone company
• Advising on the buyout of a telecommunications equipment provider
• Advising on the establishment of a company selling telecommunications and wireless technology
• Advising a client on its bid for a GSM license in Romania, including advising on all associated regulatory aspects
• Advising American investors in Hungary in a regional telephone company in its successful bid for a concession under the Telecommunications Act. This involved drafting the joint venture agreement, advising on the obtaining of a concession and other required licenses
• Advising on an audit of a Romanian company's intellectual property rights and licenses

Affiliations

Lawyers

Ms. Ana Anghel Attorney Bankruptcy, Business Law, Corporate Law, Eminent Domain, Employment

Mr. David Stabb Attorney Aviation Law, Banking Law, Business Law, Commercial Law, Corporate Law

More Information on Anghel Stabb & Partners

Corporate Law Firm in Bucharest, Romania
Bucharest, Romania Commercial Lawyers
Bucharest, Romania Intellectual Property Lawyer
Employment Law Firm, Bucharest, Romania
Business Lawyers in Bucharest, Romania
Bucharest, Romania Corporate Restructuring Lawyer
Mergers, Acquisitions Lawyer, Bucharest, Romania
Bucharest, Romania Dispute Resolution Law Firm
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