Mergers, Acquisitions and Restructuring

Costaș, Negru & Asociații carefully handles the legal issues of complex procedures of mergers, acquisitions and restructuring, including those with an international side.

In time, the firm’s lawyers have been involved in important projects from this domain of expertise in areas such as IT (takeover of the Romanian operations of CoreBuild’s group of companies by the Danish firm Wirtek), transports, logistics and automotives (restructuring of the E. Van Wijk’s operations in Romania and Republic of Moldova), recycling, medical (takeover of Hemovest on the dialysis services market), fashion (takeover of the shoemaker Guban) or real estate. The legal services specific to such procedures include (without being limited to), from the perspective of transaction lawyers or lawyers for one of the transaction’s parties:

– assistance in the process of construction and negotiation of a Framework Agreement, Head of Terms or Memorandum of Understanding regarding the future transaction;

– carry on of the specific due diligence procedure;

– consultancy and assistance for a wide range of problems such as: choosing the optimal tax solutions, evaluating and securing real estate transactions, assessing and managing the risks associated wit the transfer operations, identifying of specific Labour Law solutions for the transfer of personnel, managing the inherent challenges of cross-border transactions;

– preparing the specific documents for such operations (merger project, property sale contracts, shares sale-purchase agreements, shareholders’ resolutions);

– implements asset transfers and transfers of shares/social parts from the roadmap agreed upon by the actors of the transactions;

– carrying out of the formalities specific for mergers, acquisitions and restructuring before courts or before the Trade Register.

The firm’s lawyers also manage litigation that might arise in the case of such projects. From this perspective, Costaș, Negru & Asociații obtained the recognition by the Romanian civil courts of the legal force of a Head of Terms, with the consequence of forcing the responsable part to duly execute its obligations as agreed in the Head of Terms.

The legal services of Costaș, Negru & Asociații also address to natural persons where they choose to voluntarily step down from a company or to sell their participations, where they are excluded from a company or see themselves in the position of heirs of deceased shareholders. Paying attention to the specific needs, we ensure legal advice, assistance and representation for the types of the abovementioned exits, during negotiation and in the subsequent judicial proceedings, with the purpose of obtaining damages according to the clients’s best interests. In a

symmetric manner, the assistance in this field is also available for companies facing the exit of a shareholder, with a view for negotiating the specific terms. Lawyers with Costaș, Negru & Asociații have been involved in such cases connected with the tobacco industry (exit of a minority shareholder from the JTI group in Romania), real estate, constructions, recycling or dairy industry.