Banking & Financing

  • Legal advice provided to companies in relation to drafting and negotiation of financing documentation for loans contracted with the purpose of development of real estate projects;
  • Extensive legal consultancy to local and / or international entities for starting banking business in Romania – legal conditions, minimum requirements, etc;
  • Advising banks on compliance with banking regulations;
  • Advising banks on Romanian collateral laws, drafting collateral agreements and recording the collateral;
  • Drafting loan agreements and other documentation concluded by banks with clients; drafting inter-company loan agreements;
  • Assisting banks in implementing specific banking products;
  • Legal audits of banks authorised by the National Bank of Romania to operate in Romania;
  • Legal assistance (including but not limited to advising, drafting and negotiating agreements, etc.) for financial institutions or corporations in respect of financing activities allowed by Romanian banking regulations (factoring, discounting operations, etc.).

Non-Banking Financial Institutions

  • Legal advice to non-banking financial institutions regarding the legal conditions for the performance of various crediting activities in Romania;
  • Legal advice regarding the possibility of an EU-based company to perform crediting activities in Romania;
  • Legal advice regarding the restructuring of the leasing business in Romania;
  • Drafting and reviewing corporate documents of non-banking financial institutions (i.e. articles of association);
  • Legal advice and assistance during the registration of non-banking financial institutions with the National Bank of Romania and with the Trade Registry;
  • Legal advice to non-banking financial institutions on compliance with the regulations of the National Bank of Romania;
  • Legal advice on the scope of the activities which may be performed by non-banking financial institutions (e.g. insurance inter mediation, operational leasing, etc.);
  • Review of the agreements used by non-banking financial institutions in their crediting activities;
  • General legal advice regarding the qualification of the activities as “professional crediting” that requires a company to be organised and registered as a non-banking financial institution.

Insurance

  • Providing advice on various issues related to the operation of insurance companies, reviewing insurance agreements;
  • Analysis and advice on international insurance and re-insurance schemes;
  • Analysis of insurance agreements and relationships with insurance companies during legal due diligence exercises;
  • Legal assistance during the authorisation procedure with the Insurance Supervision Commission of insurance brokerage companies.

Pension Business

  • Legal assistance during the authorisation procedure regarding a Pillar II pensions company.
  • Legal assistance during the authorisation procedure regarding a Pillar III pensions company (project ongoing).
  • Advice on various aspects related to the primary and secondary legislation implementing Pillar II and Pillar III of the pension system;
  • Legal advice regarding freedom to provide services and freedom of establishment for managers of Pillar II and Pillar III, the possibility of using the European passport in Romania and analysis of the provisions of European Directives by reference to the provisions under Romanian laws;
  • Legal advice regarding the intermediation of pension funds products by insurance agents, their authorisation and qualification requirements.

Securities

  • Assisting clients in implementing public offerings of securities on the Romanian capital market; assistance with the preparation of documentation, structuring of contractual arrangements, advising on requirements under regulatory procedures; advice on public offering of Romanian securities on foreign capital markets; advice and assistance on listing securities on Romanian regulated markets;
  • Legal advice on the possibility of listed companies to issue and subsequently redeem tradable bonds before their maturity date;
  • Legal assistance and consultancy provided to companies regarding a wide area of regulations from the financial instruments field, such as:
    • legal advice regarding the legal requirements for a company to be listed on a regulated market;
    • legal advice on the available alternatives for implementing stock option plans aimed at incentivising directors of companies whose shares are traded on regulated markets;
    • legal opinions on the interpretation of concepts used by securities regulations and assistance during discussions with the National Securities Commission for clarifying various concepts;
    • legal advice on the rights of minority shareholders of listed companies;
    • legal advice on compliance with the ongoing disclosure obligation of listed companies and risks associated with any breach of this obligation;
    • legal advice on the documents and organisation of the Shareholders General Meetings of listed companies;
    • legal advice on the consequences of restructuring listed companies by merger or spin-off, in light of securities regulations;
    • legal advice on the consequences of changes in the shareholding of major shareholders of listed companies in the light of securities regulations;
    • legal advice on the structuring of various transactions involving listed companies so as to ensure their compliance with the relevant capital market laws;
    • legal opinions on the routes for closing a listed company, including advice on public offerings conducted with a view to closing such companies;
    • legal advice on the conditions to be met for re-authorising an investment fund and the changes in investments allowed for investment funds;
    • legal advice on the grounds for disqualification of securities depositories and their shareholders;
    • legal analysis of management agreements concluded between financial investment companies and their management companies; legal analysis of custodian agreements;
  • Verifying compliance of the business of various listed companies with the securities regulations of various listed companies during due diligence assignments;
  • Performing a significant number of legal audits of listed companies in various sectors, such as: banking, IT, manufacturing (industrial and consumer goods), media and telecommunications;
  • Assistance with negotiating and drafting securities sale-purchase agreements, advice for ensuring compliance with National Securities Commission regulations.
  • Consultancy provided to the shareholders of a major Romanian company selling its participations to local and foreign investors (legal due diligence, transaction structuring, negotiating of shares sale-purchase agreements).

Contact

Sorin David, Managing Partner
sorin.david@david-baias.ro