D&B has acted as legal advisor for one of the largest international groups active in the cement production field, providing assistance in relation to the participation of its local subsidiary as guarantor throughout the negotiations for the refinancing of a EUR 8.74 billion syndicated facility and of a USD 250 million syndicated revolving letter of guarantee facility. The assistance provided by D&B consisted of representation during negotiation with the two syndicates of banks, assistance for finalising the corporative process regarding the transaction approval by the local subsidiary, review of transaction documentation (statutory documents, financing and securities documentation) and drafting legal advice in light of Romanian legislation, as well as assistance for observance of the post-closing obligations.
D&B has acted as legal advisor for an international financial group in connection with the transfer of the entire activity of a Romanian branch of an EU credit institution to a new Romanian credit institution. Our assistance included providing of legal advice regarding the transfer of various classes of assets and liabilities (the transfer of business not being regulated as such from Romanian legislation perspective), assistance throughout the entire process of obtaining the necessary authorisations and licenses, as well as notifying various Romanian authorities, clients and contractual partners of the branch regarding the transfer, as such were necessary in order to allow the new credit institution to become operational, assistance in the discussions with the National Bank of Romania in order to identify the optimal solutions in order to allow the transfer of business to be performed seamlessly without any disruptions in the activities conducted by the branch’s clients or contractual partners. D&B also continues to provide assistance with the fulfilment of the post closing obligations.
D&B assisted the Romanian subsidiary of an Austrian bank in putting in place its contractual framework for derivative products to be sold to the bank’s clients. The work consisted of advising the client and preparing legal documentation, including the template master agreement and annexes, as well as specific product confirmations.
D&B provided legal assistance for the first supranational issues of bonds on the Romanian domestic market, in accordance with Romanian law, as well as for the listing the bond son the Romanian regulated market.
D&B David şi Baias granted legal assistance to the issuer and to its financial advisor by acting as as counsel to the deal and was involved in every legal aspect of the transaction, advising on legal and regulatory aspects of conducting a public offering in Romania, advising on contractual structure, preparing and reviewing documentation and advising on the procedure with the Romanian market regulator (“CNVM”) and the Bucharest Stock Exchange. (2005 and 2006)
Assistance provided to a Romanian bank with preparing and authorising a bonds issuance prospectus up to a maximum overall amount of RON 91,250,000 with the National Securities Commission, with the view of issuance of multiple instalments of bonds to be approved at trading on the Bucharest Stock Exchange during 2009. From a technical perspective, the project was very complex, representing the first prospectus ever approved by the National Securities Commission, based on European regulations.
The D&B team acted as legal counsel to the deal and was involved in every legal aspect of each transaction, advising on legal and regulatory aspects of conducting public offerings in Romania, advising on the contractual structure to be implemented, preparing and reviewing documentation and advising on the procedures to be followed with the National Securities Commission and the Bucharest Stock Exchange (2005 and 2006).
Assistance provided to the largest Romanian bank consisting of advising and coordinating the restructuring of its foreign operations in certain jurisdictions of the European Union, including the United Kingdom (in cooperation with Landwell and PwC): D&B David şi Baias advised for the establishment of the reorganisation plan regarding the participations of the bank’s three subsidiaries in France, Germany and the United Kingdom and assistance for implementing that plan. The project resulted in the transformation of the bank’s foreign subsidiaries in Germany and France into branches of the bank’s subsidiary from the United Kingdom. The project required the involvement of specialist teams from each country and had various implications in each jurisdiction (e.g. legal, regulatory, tax, accountant, etc.) and before the relevant authorities of all the involved countries. The D&B role of this project consisted in being the legal and regulatory expert and the coordinator of the involved teams.
D&B acted as lead counsel for one of the largest corporations worldwide and a leading Turkish group of companies in the process of setting-up and authorisation of a bank by the National Bank of Romania as a new bank on the Romanian market. The process was finalised in August 2009. The assistance provided by D&B consisted of the preparation and review of documents such as: statutory documents, feasibility study, group and objectives presentation, drafting of legal opinions and advice relating to the applicable regulatory requirements, as well as assistance in the project management and liaison with the National Bank of Romania to discuss the project status, the requirements of the relevant authority and for identifying the optimal solutions for the client.
D&B provided legal advice and assistance to a leading company on the Romanian leasing market, in connection with the transfer abroad of a portfolio of defaulting leasing agreements. The assistance consisted in identifying the most suitable solutions for the transfer of the leasing portfolio and in the preparation of specific contractual documentation.
D&B provided a report on the implementation in Romania of the provisions of European Directive no. 2006/48/EC relating to the take up and pursuit of the business of credit institutions and of European Directive no. 2006/49/EC on the capital adequacy of investment firms and of credit institutions. The report was meant to investigate the way the mentioned Directives were implemented in Romania, but also to determine the opinion of the banking community on certain provisions of these Directives with the purpose of improving the regulatory framework in the field.
Legal assistance provided to an insurance company from a major French financial group with the setting up of a Romanian insurance company, as well as during the authorisation process with the Insurance Supervisory Commission (the setting-up of the company required an initial investment of EUR 7.5 million).