PRACTICE AREAS

AS Legal Advice provides services mainly on the following areas of practice. The firm also provides other type of legal advice and covers other practice areas at clients’ request.

Corporate Law & Commercial

Advice on any legal issues and documents concerning the establishing and functioning of a company in Romania and carrying on its commercial activity.

Assistance on specific commercial operations, administrative and/or regulatory procedures, as well as business structuring, including providing integrated advice together with other professionals such as tax advisors.

Review, drafting and negotiating corporate documents (constitutive deeds, shareholders resolutions), various contracts (joint venture, confidentiality, shareholders agreements, memorandum of understanding, sale-purchase, distribution, lease, franchise, assignment of receivables, supply agreements, services agreements) and other legal documents.

Legal analysis on various commercial matters such as contractual liability, termination, legal consequences in case of breach of contractual obligations, damages and propose actions to remedy the identified issues.

Filing applications with various administrative or regulatory bodies (registrations and amendments with the Commercial Registry, obtaining authorisations, licences, perform regulatory requirements and reporting obligations).

Real Estate & Constructions

Review and legal analysis of ownership title documents, including with respect to immovable assets in the ownership of state or a public authority, in order to check their compliance with the legal requirements and identify possible risks of nullity or other relevant issues, and to propose transaction structure or options to remedy such risks, for a potential buyer, lessee, concessioner or other type of contracting party in connection with such assets.

Revise, drafting and negotiating sale-purchase agreements, mortgage agreements, lease agreements, construction agreements, architectural agreements and other contracts transferring or having as subject immovable assets or other rights in connection with immovable assets.

Review and legal analysis of building permits and related documentation in order to check their compliance with the legal requirements, and assistance in front of authorities to remedy possible issues identified.

Advice and drafting legal memorandums on various contracts or documents concerning immovable assets in order to support clients assessing the structure and legal issues / risks of certain proposed transactions, contracts or other commercial or civil arrangements.

Energy

Advice and legal analyses with respect to any matter concerning the legal framework applicable to energy sector, including the legal licencing conditions and formalities.

Review, drafting, negotiating and filing contract and other documents with the relevant authority for implementing projects in energy sector.

Prepare due diligence reports with respect to the regulatory framework, including permits, licences and various rights and contracts related to the project or the company performing activities in the energy sector, in the context of sale of the respective investment, company or business to another entity.

Review, drafting, negotiations of contracts used in energy sector.

Litigation

Through collaboration with litigation lawyers, assistance and representation before Romanian courts, domestic and international arbitration courts, or other special dispute resolution bodies, including preparation of legal actions and representation in court hearings.

Drafting, review and analysis of the dispute resolution clause (including the arbitration clause) in various agreements.

Assistance, negotiations and representation in the pre-court phase, in order to reach an amicable settlement by the parties, or between a party and a public entity.

Mergers & Acquisitions

Assisting on mergers & acquisitions transactions, involving, among others, assets, business or shares acquisitions, due diligence, restructuring (propose transaction structure and timetable, drafting transaction documents (share purchase agreements, related corporate approvals, and other conditions precedents and security documents), negotiations, assessing legal issues and analysing the relevant documents).

Prepare legal due-diligence reports or confirmatory due-diligence reports required in the context of transactions to analyse the target company or assets and identify the legal risks in connection therewith or in connection with the proposed transaction structure, and propose solutions to mitigate certain risks.

Advice on any legal issues, steps and documents with respect to companies’ reorganisation (merger, de-merger), including cross-border mergers, drafting the relevant restructuring documents and filing them with the relevant authorities in order to perform the reorganisation.

Advise on any legal issues, steps and documents with respect to other corporate changes involving transfer of shares, capital increase or decrease, liquidation.

Banking & Finance

Review, drafting and negotiating any type of loan agreement, bilateral or syndicated, or refinancing agreement, governed by Romanian law or in cross-border transactions, and the related security documents or other contractual documents (corporate approvals, required consents and conditions precedents, sub-participation, subordination agreements), both on the borrower or lender side. Issuing legal opinions in connection with the financing transaction documents.

Assistance and analysis with respect to any type of legal issues regarding financing and security regulatory framework in Romania, loan agreements or portfolios of loan agreements, receivables, set-off, reporting obligations with respect to loan agreements concluded between local entities or local and foreign entities.

Drafting due diligence reports in connection with loan agreements, portfolios of loans and receivables, security or other financing arrangements in the context of acquisition of a company/business or an assignment of loans/ receivables.

Assistance and drafting the relevant documents with respect to opening/closing of banking and non-banking financial institutions in Romania, representative offices, branches, performance by foreign financial institutions of services in Romania, as well as with respect to registration of any changes to such entities with the competent authorities.

Legal analysis with respect to compliance requirements or possibility to implement certain financial products in Romania.

Regulatory

Advising on compliance with the applicable legislation in the day-to-day activity of the companies, business structures, or products of companies including in the fields such as consumer protection, banking regulatory, data protection, competition law aspects, regulatory compliance of operational assets, anti-money laundering regime, cryptocurrency, environmental law compliance, fire and safety.

We assist clients in identifying regulatory obligations applicable to their business, assess risks resulting from non-compliance with particular requirements and propose mitigating actions, verify applicability of measures imposed by authorities and draft letters to regulatory authorities for obtaining confirmation on matters of interest for the clients or for responding to requests by regulatory authorities.

White - Collar Crime

Advice, legal analyses and assessment with respect to criminal procedures and other criminal matters within white collar crime practice and crisis management, in particular in relation to economic and corruption offences.

Presentations and assessments on criminal law legal matters which might become applicable in connection with various commercial operations or parties’ conduct, in order to make the client aware of the appropriate conduct so as to comply with the Romanian legislation.