“A solid local Romanian law firm operating with the ...“A solid local Romanian law firm...

47 Aviatorilor Boulevard, RO-011853 Bucharest, Romania www.birisgoran.ro [email protected]

“A solid local Romanian law firm operating with the standards of an international firm” Chambers Europe

The law firm of Biriş Goran was launched in 2006 by four senior attorneys and close friends

practicing in international law firms in the region. Since then, we have quickly established

ourselves as counsel of choice for heavyweight international investors and local entrepreneurs

alike. Chambers Europe and Legal 500 have listed us as top practices in Romania for our areas of

specialty: Tax, Real Estate, Corporate/M&A, Competition/Antitrust and Litigation. In addition,

Romanian and foreign media outlets routinely also award us with distinctions such as “law firm

of the year” when it comes to our “bread-and-butter” practice areas.

Biriş Goran is able to provide a full range of legal services with a particular focus on Tax, Antitrust/

Competition, Real Estate, Corpoate/M&A, Litigation, IP, IT&C, Privacy & Data Protection, Labor,

Energy, Insolvency and Financing.

We have the resources and proven expertise to carry out transactions to international standards but

mindful of local requirements: large or small, domestic or cross-border, where and whenever needed.

Our 45+ attorney team is composed of young but experienced lawyers, all with strong

backgrounds from local and global firms. The result? Business-driven advice delivered on time

and in a manner that meets, and often exceeds, our clients’ expectations.


PartnersThe team comprises over 45 attorneys, including eight partners, with a blend of Western and local experience and

foreign language skills. One of the partners is licensed to practice in the US and most of our senior associates are

educated, trained or licensed in the US, Canada or UK.

Daniela LazeaPartner

[email protected]

Gabriel BirișFounding Partner

[email protected]

Gelu Goran,LL.M.Founding Partner,

Head of Competition [email protected]

Raluca NăstasePartner

[email protected]

Ruxandra Jianu, FCCA Partner

[email protected]

Ana FraţianPartner

[email protected]

Mihai NuşcăPartner, Head of Litigation Practice

[email protected]

Sorin AungurenciPartner

[email protected]

Partners


Do not take our word for granted: ask reputable international legal guides. We have been consistently ranked as one of the leading firms providing legal advice on real estate in Romania, by such guides as Chambers Europe and the Legal 500.

Raluca Nastase and Daniela Lazea head the practice. Consecutive editions of Chambers Europe have named the practice and its lawyers among the top real estate lawyers in the country. The firm’s practice has won numerous other awards, including “law firm of the year” granted by various publications as well.

The firm provides clients with comprehensive services encompassing the full range of commercial real estate and development issues across all sectors: office, shopping malls, commercial, industrial, hotel, residential and agricultural. Our lawyers listen to the clients’ needs and know how to negotiate accordingly and to structure and coordinate transactions so that deadlines are met on a cost-effective basis.

We serve domestic and international clients, including institutional real estate funds, owners, tenants, residential and commercial developers, construction companies and lenders. But it is not simply the quality of our advice, based on a mix of Western experience and local knowledge, which has already won us loyal clients. Just as important is our ability to create imaginative solutions in a market that can be very daunting. Our experienced team stands out, thanks to the rare blend of commercial and legal expertise and its international perspective it has to offer.

The Firm advises across the entire lifecycle of any real estate development from “A to Z.” This includes title investigations and due diligence, acquisition and dispositions, taxation, joint ventures, construction and development, office leasing, retail leasing, logistics, financing, litigation and fund formation.

Real EstateBiriş Goran’s real estate practice has been, since the firm’s founding, at the forefront of commercial real estate advice in Romania.

Represented One United Properties, leading Romanian high end residential developer in (i) the acquisition of a 25,800 sqm piece of land from Telekom in Bucharest’s Floreasca area in an EUR 18 million transaction (ii) the acquisition of North Gate office complex and (iii) with a 20 million euros bonds issuance through private placement;

Assisted Hagag Development Europe, affiliate of the leading Israeli developer Hagag on various acquisitions in Romania (land, office, residential) and with all Romanian law aspects of a bond issuance on the Israeli capital markets;

Assisted Swiss investor Philippe Jacobs and Ibitol Group in the sale of its flagship office center Coresi Business Park, via a share deal transaction, to leading European commercial real estate company, Immochan;

Assisted PineBribdge Investments, a global asset manager, in the financial and corporate structuring of some real estate companies, transaction which involved financing and refinancing coordination and negotiations;

Assisted Global Vision, leading Romanian real estate company, in the joint venture between one of its companies and an Austrian partner, for the acquisition and development of a commercial warehousing project near Ljubljana’s airport Brnik;

Assistance to Predeal Investitii, Romanian real estate developer, in the purchase of a 50,000 sqm land in North Bucharest;

Assisted Austrian real estate developer Soravia, a leading Austrian developer in CEE region, in the sale of its flagship office center “Metropolis” to Czech fund PPF, in one of the largest investment transactions in Romania in 2016;

Assisted Aberdeen Asset Management Deutschland AG in the sale of its flagship shopping centre Auchan Titan to South African fund New Europe Property Investments (NEPI). The transaction value was EUR 86 million and was one of the largest on the Romanian market in 2015;

Represented AdamAmerica, a major Israeli-American development company, in (i) the purchase of Construdava a 9,400 sqm office building on the Pipera-Tunari road in Voluntari, Ilfov County, and (ii) the acquisition and financing of Phoenix Tower, a 10,000 sqm office building in the Vitan district of Bucharest, from seller Commerzbank AG;

Assisted Universal Property, the owner of Bucharest Industrial Park, located on the Bucharest-Pitești highway, in a major land sale to leading CEE logistics operator, CTP;

Assisted the real estate development arm of construction giant Strabag in a land acquisition for development purposes. The piece of land is located in the heart of Bucharest;

Assisted Vastint Romania, member of the Inter IKEA Property Division, in the acquisition of a 48-hectare land plot acquired to develop a mixed-use project, with a focus on residential, in one of the largest transactions in Romania in 2016;

Assisted the Romanian company of the Rossmann Groupe, leading packaging manufacturer in Europe and Africa, in the acquisition of a 9.5 ha piece of land in Popesti Leordeni, Ilfov County, for the construction of a new factory. Assistance is offered in the subsequent development matters;

Assisted the shareholder of MT&T Property Management, facility and property management companies in the sale of shareholding in Romania, Bulgaria, and Serbia to Atalian, a leading international company in these fields;

Assisted shareholder of Comfert SRL in a complicated restructuring including bank negotiation and spin-off of real estate assets and sale of agrobusiness to Origin Enterprises PLC; and

Assistance to Portico Investments, a real estate investment company with over EUR 300 million of assets under ownership and management, in the sale of logistic/warehouse property to an international food retailer.

Recent major mandates include:


TaxDeath and taxes may be certainties in life, but so is the top-notch advice granted by our tax department.

Biriş Goran is one of the top tax practices in the country - a unique offering given that few firms

are able to offer tax advice at international standards. Thus, when representing our clients, our tax

group regularly cooperates on all transactions, and thus we are able to keep everything “under one

roof” to ensure standard, business-oriented and cost-effective advice to achieve the client’s goals.

Given the business environment in Romania, having qualified tax advice is particularly important

to a successful investment. And we can advise on all aspects of it. Our tax practice managed

by experts Gabriel Biriş and Ruxandra Jianu is geared to assist our clients in the planning and

structuring of tax efficient multi-jurisdictional, cross border transactions, as well as optimally

resolving tax-related controversies. Our attorneys and tax consultants have extensive experience

in matters involving, among other things, tax treaties, transfer pricing, in-bound and out-

bound investments and transfer of property, branch interest /profit tax and permanent

establishments. Recently, our tax practice has expanded adding a Transfer Pricing team

headed by expert Alina Andrei.

We also provide sophisticated tax planning to high net worth individuals. Our practice also

includes assisting our clients during tax inspections , transfer pricing inspections and providing

comprehensive assistance in resolving any tax disputes with the authorities at all levels.

The tax practice has been ranked top in the country by Chambers Europe for the last eleven years.


Successfully represented Impuls Leasing Romania in a tax dispute where the High Court of Cassation

ordered the General Administration of Large Taxpayers to pay our client record compensations of

approximately 1.7 million EUR for mismanagement of VAT reimbursements. The decision is definitive;

Successfully represented Donalam, local subsidiary of AFV Beltrame Group, leading European

manufacturer of merchant bars and special profiles for construction, shipbuilding and excavation, in

a tax dispute and obtained the largest compensation amounts asked to the Romanian tax authorities;

Assisting Banca Comercială Română, a member of Erste Group, in the biggest tax dispute pending in

the Romania’s market;

Successfully represented Farmec, the largest cosmetics manufacturer in Romania, in a complex tax

litigation case triggered by a tax decision issued by the tax authorities. Recently, our team obtained

the annulment of a taxation decision of approximately EUR 15 million and the Court decision is final;

Assisting Nestlé Romania, a subsidiary of Nestlé, a global nutrition, health and wellness company,

involving a complex tax and IP dispute;

Assisted ECC Romania, consulting and debt management company, in a cross border merger with

Fire Corporation, transaction which included coordination with lawyers in Luxembourg and Italy;

Fiscal assistance and consultancy to Electrica Muntenia Nord, the main electricity distribution

company in Romania, during an extensive tax inspection as well as in the stages subsequent to its

completion;

Assisting Tinmar, a major Romanian energy and natural resources concern, in connection with

all the tax aspects derived from their day to day business activities, including advisory in relation to

business restructuring and assistance with transfer pricing documentation file;

Biriș Goran also serves as long standing tax advisor for leading companies as RedBull, Oriflame,

Kika, Cris-Tim, Lease Plan, Publicis Romania, Fildas/Catena Group, Sema Parc and Impuls Leasing,

assisting them with regards to all tax matters related to their day-to-day business activities;

Assistance to Transbitum Constanța, an important local bitumen producer, in the preparation of the

transfer pricing file and representation in front of the tax authorities;

Assistance to LeasePlan, the largest player in the operational leasing and fleet management sector, in

the preparation of the transfer pricing file and identification of potential risks in relation to its intra-

group transactions;

Assistance to Veranda Obor, one of the leading and newest shopping center in Bucharest, in analyzing

the market prices for its future intra-group transactions; and

Assistance to important companies as Net Connect, telecommunications services provider, EP Global

Energy, producer of renewable energy and Meat Pack Industries, in the preparation and update of the

transfer pricing documentation file.


Whether it be a foreign investor entering the Romanian market or an existing player expanding here, European Union and Romanian competition rules are no longer after-thoughts, but rather integral parts of any transaction. Companies acting in neglect of these rules are doing so at the risk of far-reaching consequences.

Sound antitrust advice comes from experts only, based on substantial experience and a deep understanding of the client industry and the ever-evolving nature of competition law; the Biriş Goran team has an impressive track record in complex and sophisticated antitrust matters. Our competition practice has lawyers educated in United States, United Kingdom and The Netherlands on antitrust matters and the core members of the practice average more than 15 years of antitrust work experience, developing proven synergies and having the ability to process complex cases, from leniency filings or cartel investigations to compliance matters on areas of competition and regulatory interplay. Our experience covers a wide range of business sectors and products, including:

cement, steel and construction materials banking fast moving consumer goods energy perfumery products food pharmaceuticals property media

Cartel InvestigationWe represent clients in complex antitrust investigations, including industry-wide sectoral investigations. Our competition partner, Gelu Goran, has represented both fast moving consumer goods and “old economy” clients in price fixing and tacit collusion investigations.

Competition/AntitrustRomania’s EU accession and rapidly expanding economy have combined to produce unprecedented levels of acquisition activity, with a corresponding increase in competition oversight.

Ongoing advice for UniCredit Bank and UniCredit Leasing Corporation in a Competition Council investigation focusing on an information exchange on the financial leasing market (November 2017);

Ongoing advice for ASLO, the Romanian leasing association, in the context of a Competition Council investigation focusing on an information exchange on the operational leasing market (November 2017);

Ongoing advice to a leading global provider of risk management, insurance and reinsurance brokerage services in an investigation of bid rigging on the aviation insurance market (September 2017);

Assisted Honda Trading Europe, for a comprehensive antitrust audit of its Romanian operations (July and August 2017);

Ongoing advice to a major multinational media company in an investigation of market sharing and price fixing on the Romanian market for film distribution (November 2016);

Advised Weatherford in the first leniency case completed by the Competition Council for bid-rigging in the energy sector (2015). This follows our involvement as Romanian counsel for Vita Foam’s successful European Commission leniency filing (the Polyurethane foam cartel case, 2014);

Successfully represented Procter & Gamble in the context of a Competition Council investigation on the market of collective systems of management of waste electrical and electronic equipment. The investigation was concluded with Procter & Gamble not being held liable for infringing the competition rules while other 10 international companies were fined with a total EUR 12.7 million (2008 – 2014);

Advised JTI in the context of a Competition Council investigation focusing on alleged price fixing on the cigarettes sector. The investigation was terminated by the Competition Council with JTI not being held liable for infringing the competition rules (2010 – 2014);

Successfully represented UniCredit Bank in the context of a Competition Council investigation focusing on an alleged cartel arrangement on the inter-banking (monetary) and banking markets. The investigation was terminated by the RCC with UniCredit not being held liable for infringing the competition rules (2008 – 2013);

Advised Nestlé with respect to a Competition Council investigation on the food retail market. The authority dropped charges against Nestlé while other 26 producers and retailers were fined with a total EUR 35 million (2008 – 2014);

Advised Delaco (member of Savencia Group) with respect to a Competition Council investigation on the food retail market during a settlement procedure and secured the second lowest fine received by any of the producers investigated (2014); and

Successfully represented Ameropa Grains in connection with a Competition Council investigation for alleged price-fixing on the grains trading markets (2013 – 2017).

Vertical RestraintsWe offer extensive and practical business experience in the antitrust issues faced by Romanian and international clients in their relationships with suppliers, customers and competitors. We advise on exclusive dealing arrangements, pricing issues including recommended resale prices, price discounts, rebates and promotional allowances, licensing, joint ventures, territorial restrictions, and exclusive distribution and selective distribution.

Competition ComplianceWe assist clients with antitrust compliance issues and advise clients on a day-to-day basis regarding business transactions and arrangements that may raise antitrust and competition issues. We also conduct antitrust audits, including forensics and digital investigations, and implement for our clients customized compliance programs, seminars and in-house training sessions for their top management and key employees, in order to minimize the potential risks of anticompetitive practices and behavior.

Merger ControlWe efficiently guide our clients through the Romanian merger control process so that their acquisitions and mergers are timely completed. Our competition partner, Gelu Goran, has an impressive track record and outstanding experience coordinating pre-merger advice and efficiently clearing Romanian mergers.



Corporate/M&AThe ever-changing landscape that is Romania’s business environment requires business acumen and creativity.

We have the Western experience and local know-how to get the deal done, and done right. We

use a team-focused approach to ensure that our client’s needs and objectives are fully met, and

most importantly, met in a timely manner.

Our Corporate/M&A practice group, co-managed by Christian Mîndru and Ana Frațian, focuses

on the fundamentals, meaning a sound understanding of Romanian company law, combined

with knowledge of how a business organizes and conducts itself financially, whether closely-held

or publicly-traded. Our attorneys advise a wide range of clients from multinationals to high-net-

worth local entrepreneurs in all phases of the business cycle, whether advising start-up companies

or foreign investors entering the Romanian market, representing those consolidating their

position in their respective sectors, or serving as counsel in ongoing corporate governance.

Advice may involve simple matters such as company incorporation and day-to-day corporate

“housekeeping” matters, or complex share acquisitions and company restructurings, assisted by

our tax department. Our acquisitions team is also heavily experienced in carrying out small- and

large-scale due diligence, and we are known for not just identifying problematic issues, but also

for developing solutions to address them in a manner that meets institutional standards.

Due to our involvement in some of the largest investment projects in Romania, our expertise

extends to related areas such as privatisations, private equity/venture capital, regulatory

compliance, employment/labour and international commercial arbitration.

Assisted CloudTreats Inc. in the sale of its leading food delivery platform hipMenu.ro to Delivery Hero one of the largest online food-delivery groups in the world;

Assisting Romanian investors in the hostile takeover of Romprim SA, a leading Romanian fire-fighting and other special vehicles manufacturer;

Assisted ECC Romania, consulting and debt management company, in a cross border merger with

Fire Corporation, transaction which included coordination with lawyers in Luxembourg and Italy;

Represented One United Properties, leading Romanian high end residential developer in (i) the acquisition of a 25,800 sqm piece of land from Telekom in Bucharest’s Floreasca area in an EUR 18 million transaction (ii) the acquisition of North Gate office complex and (iii) a 20 million euros bonds issuance through private placement;

Assisted Hagag Development Europe, affiliate of the leading Israeli developer Hagag on various acquisitions in Romania (land, office, residential) and with all Romanian law aspects of a bond issuance

on the Israeli capital markets;

Assisted Swiss investor Philippe Jacobs and Ibitol Group, in the sale of its flagship office center Coresi Business Park, via a share deal transaction, to leading European commercial real estate company, Immochan;

Assisted Global Vision, leading Romanian real estate company, in the joint venture between one of its companies and an Austrian partner ,for the acquisition and development of a commercial warehousing project near Ljubljana’s airport Brnik.

Assisted Dacris, leading stationary and office supply provider, in the acquisition of Echo Plus, Romanian office supply provider specialized in telesales;

Assisted Atos, multinational IT services corporation (instructed by a major international firm) in the acquisition of Xerox’s IT outsourcing operations;

Assisted Coats plc, a leading global textiles producer (instructed by a major international firm) in the sale of its Romanian Crafts division to Aurelius Group, a listed mid-market pan-European investor;

Represented AdamAmerica, a major Israeli-American development company, on (i) all aspects of the acquisition (share deal) of Construdava, a 9,400 sqm office building on the Pipera-Tunari road in Ilfov, Voluntari and (ii) on all aspects of the acquisition (share deal) and financing of Phoenix Tower, a 10,000 sqm office building in the Vitan district of Bucharest, from majority seller Commerzbank AG;

Assisted the owners of Maravet, a Romanian leading animal health & food products distributor and manufacturer, in relation to the sale of a 50 percent stake to Henry Schein Inc, the world’s largest provider of animal health care products and service, and a Fortune 500 company);

Assisted the shareholder of MT&T, facility and property management companies, in the sale of 100% shareholding in Romania, Bulgaria, and Serbia, to Atalian, a leading international company in these fields; and

Assisted the shareholder of Comfert, leading Romanian company on the agrobusiness market, in a complicated restructuring including bank negotiation and spin-off of real estate assets and sale of agrobusiness to Origin Enterprises PLC.

Recent major transactions include:


LitigationA client who is facing litigation, whether as plaintiff or defendant, must consider a number of cost/benefit and risk factors that are likely to impact the bottom line.

Issues such as potential recovery, timing, costs and expenses, and possible decisions or orders

could have significant impact on both operations and reputation in Romania - all of which can

be challenging to predict.

Biriş Goran’s reputation stems primarily from its excellence in “deal entry” and facilitating the

closings of transactions, but we also advise on “deal exits”, should there be a falling out in our

clients’ day-to-day business affairs. We have experienced litigators on our team and this enables

us to help our clients navigate all possibilities and options available to them in this unfamiliar

environment.

We provide our clients with comprehensive advice at every stage of a controversy; whether it is

proactive problem avoidance, effective negotiation and settlement, or vigorous advocacy both

in court and before governmental agencies and tribunals. We also have experience in handling

domestic and international commercial arbitrations.

A forte of our practice is tax litigation, where we currently represent institutional clients and

high-net-worth individuals against the tax authorities on litigation related to VAT reimbursements,

excise and other fiscal obligations and tax audits, for EUR multi-million amounts. As particular

detail to support the “innovative” attribute of our litigation practice, in some administrative and

tax disputes our arguments found successful in court determined the Romanian state to amend

the legislation in the energy and tax sectors.


Successfully represented Impuls Leasing Romania in a tax dispute where the High Court of Cassation

ordered the General Administration of Large Taxpayers to pay our client record compensations of

approximately 1.7 million EUR for mismanagement of VAT reimbursements. The decision is definitive;

Assisting Banca Comercială Română, a member of Erste Group, in the biggest tax dispute pending in

the Romania’s market;

Successfully represented Farmec, the largest cosmetics manufacturer in Romania, in a complex tax

litigation case triggered by a tax decision issued by the tax authorities. Recently, our team obtained

the annulment of a taxation decision of approximately EUR 15 million and the court decision is final;

Successfully represented Donalam, local subsidiary of AFV Beltrame Group, leading European

manufacturer of merchant bars and special profiles for construction, shipbuilding and excavation, in

a tax dispute and obtained the largest compensation amounts asked to the Romanian tax authorities;

Assistance to Orange România, a member of France Telecom in a EUR multi million commercial dispute. Ongoing legal partner of Orange in various other disputes;

Legal advisor to Nestlé Romania, a subsidiary of Nestlé SA, a global nutrition, health and wellness company, regarding ongoing complex tax disputes involving excise duties;

Legal advisor to Publicis Groupe, the world’s third largest communications group, in a dispute regarding the annulment of a decision issued by the Romanian Competition Council;

Legal advisor to Baum, one of the largest local gambling games producing company founded in 1993 and the only local hardware and software slot machine producing company and exporter in a variety of countries in the world, in a complex tax dispute;

Legal advisor to Immofinanz, leading European commercial real estate group, in ongoing tax disputes;

Legal advisor to Romaqua Group, leading Romanian mineral water producer, in a tax dispute for the annulment of approximately EUR 9 million claim;

Legal advisor to Viessmann Romania, part of the Viessmann Group leading international heating systems manufacturer, in a dispute seeking the annulment of a decision issued by the Romanian Competition Council;

Legal advisor to UniCredit Leasing Corporation IFN SA in a dispute with the Romnian Competition Council whereby the client challenged the Council’s decision, following a dawn raid, to collect a legal memo protected by legal privilege;

Advising PALMED, the Patronage of Private Medical Services Providers in Romania, in an administrative and competition dispute for the partial annulment of the Goverrnment decision which approves the services packages and the frame agreement for granting medical assistance in Romania.


Finance & RestructuringOur lawyers are familiar with a broad range of transaction types with particular areas of expertise including acquisition finance, real estate finance and project finance.

By acting for both lenders and borrowers in transactions ranging from bilateral credit agreements

to complex multifacility and multicurrency syndicated financings, our clients benefit from our

in-depth know-how and results oriented approach.

The finance team, lead by of counsel Christian Mîndru, comprises five Romanian and foreign

lawyers who work on a regular basis with other members of Biriş Goran’s real estate, mergers &

acquisitions, restructuring and tax teams to best address each client’s specific needs. We believe

in an interdisciplinary team approach to meeting a client’s transactional and advisory needs.

Lawyers within the finance team have handled complex deals throughout their careers. This

experience enables them to provide efficient and cost-effective advice to clients for their major

financings transactions executed under significant time pressures as well as mid-market-sized

transactions. Real estate finance is a leading practice area of the finance team, and lawyers

within the finance team have advised on many high profile real estate finance transactions in

Romania. Working closely with the real estate and tax teams, team members have acquired

substantial experience in structuring complex financings for the acquisition of real estate assets

and portfolios as well as for construction of residential, offices and shopping malls projects.

Lawyers within the finance team also have an established record of advising on a broad range

of acquisition finance transactions and related aspects, including LBOs, compliance with the

prohibition of financial assistance and structuring of security packages and have drafted and

negotiated project documentation as well as financing documentation and have advised banks,

international financial institutions and sponsors in public infrastructure and manufacturing

facilities in Romania.

Represented One United Properties, leading Romanian high end residential developer, in an EUR 20 million bonds issuance through private placement, maturing at four years, for the development of high end real estate in Bucharest;

Assisted PineBribdge Investments, a global asset manager in the financial and corporate structuring of some real estate companies, transaction which involved financing and refinancing coordination and negotiations;

Assisted Hagag Development Europe, affiliate of the leading Israeli developer Hagag with all Romanian law aspects of a bond issuance on the Israeli capital markets;

Legal advisor to Adval Asset Management, an independent Romanian property management group,

on the restructuring of loans granted by Bank of Cyprus to Romanian subsidiary of Adval Asset

Management (Cascade Offices) and further refinancing from Banca Transilvania;

Legal advisor to Curitiba SRL, Romanian real estate investor and developer, in its capacity as

borrower, with respect to negotiation and signing of loan and security documentation and fulfilment

of conditions precedent with Libra Internet Bank SA, as lender, for the purpose of further financial

investment;

Legal adviser to AdamAmerica, as regards the refinancing/assignment of shareholder loans and

additional costs from Libra Internet Bank SA, in the context of acquisition, via a share deal, of

Construdava (owned by Degi Construdava SRL, the target), an 9,400 sqm office building on the

Pipera-Tunari road in Voluntari, Ilfov County, from seller Commerzbank AG;

Legal advisor to AdamAmerica, as regards the refinancing of shareholder loans and additional costs

from Libra Internet Bank SA, in the context of acquisition (share deal) and financing of Phoenix

Tower, owned by Degi PGV Tower SRL (target), a 10,000 sqm office building in the Vitan district of

Bucharest, from majority seller Commerzbank AG;

Advised Comfert, a Romanian group of companies in agricultural business, as regards the

restructuring of various loans granted by seven Romanian and foreign banks (Banca Comerciala

Romana S.A., BRD-Groupe Société Générale S.A., BROM, Exim, etc) in the context of the sale of the

group of companies to Origin, PLC;

Advised the Romanian subsidiary of Europa Capital, with regards to financing of real estate

development in Bucharest, from Piraeus Bank Romania SA;

Advised Liebrecht & Wood, a major developer with an array of projects developed in CEE in the

last 20 years, with regards to the restructuring of a loan granted by a foreign bank for construction,

development, management, operation and maintenance of the “West Park” project, located in

Domnești, Romania, as well as additional financing. These are cross-border deals which involved

share capital increase operation, various tax and fiscal aspects.

Recent mandates include:


IP, IT&C, Privacy and Data Protection Biris Goran has been at the forefront of legal developments in the IP and IT&C

field in Romania

Biris Goran has been, for many years, at the forefront of legal developments in the IP and IT&C

field in Romania and has substantial expertise in advising clients on matters ranging from

small start-up projects to some of the largest and most complex transactions in recent years.

Early 2018 Biriş Goran and PrivacyOne, a boutique law firm specialized in legal advice on

personal data protection, joined forces to provide consolidated advisory services in the field of

personal data protection. The expertise of Privacy One – currently focusing on the alignment

to the new Personal Data Protection Regulation – comes to complete the portfolio of services

offered by Biriş Goran with thorough GDPR knowledge.

Our support includes assisting clients with the full range of legal services, such as gap analyses,

implementation plans, training programs, drafting of internal policies, privacy notices and

data protection agreements, drafting the records of processing operations, preparing data

protection impact assessments, devising cookie consent mechanisms for websites, as well

as assisting with the compliance of transfers of personal data outside of the European Union.

With considerable experience on structuring, drafting and reviewing general corporate group

and HR policies, we also provide support to our clients with employee privacy compliance,

telephone, Internet and email use and customer data.

Our practice group is led by our expert inPrivacy & Data Protection related matters Andreea

Lisievici, with over 10 years of experience as attorney in commercial, data protection and

compliance matters. She offered advice for several years to a broad range of IT and privacy

clients, such as cloud computing, cyber security, behavior advertising, data retention and

employee monitoring and was involved in IT arbitration. Andreea routinely writes specialized

articles and is an experienced trainer and lector.

Assisted the largest manufacturer of home appliances in Europe and one of the leading companies in

this sector on a global scale, related to a comprehensive and exhaustive assessment of all framework

conditions and risks applicable to the services rendered by the Home Connect App, a service that inter

alia permits the user to remote control their households appliances, in several markets worldwide. The

project implied an extensive analysis of the personal data processing legal implications and regulatory

and compliance in this regard;

Assisted major software and mobile app developer, with all their legal endeavors in Romania, including

terms of use and privacy policies for their apps, services and license agreements, trademark portfolio

etc.. Our ongoing assistance covers data protection compliance with regards to online platforms for

services in the food delivery and transportation tracking industries;

Assisted a leading European leasing company, on various data protection and GPS tracking regulatory

compliance matters;

Assisted a leading Romanian private hospital with regards to data protection compliance in relation to

medical services (processing of patients personal data, including medical data and image rights);

Assisting one of the biggest beer producers in Europe with devising their GDPR compliance plan, based

on a gap analysis (legal only), and with its implementation, including complex training for multiple

departments, drafting of privacy notices, drafting of data protection agreements, drafting internal

policies, records of processing activities, preparing data protection impact assessments, assistance with

various data protection issues related to the marketing activity (especially digital marketing), day to day

assistance to the DPO;

Assisting one of the biggest hotel chains in Romania with devising their GDPR compliance plan, based

on a gap analysis (legal and technical);

Assisting one of the biggest market research institutes in Romania with the implementation of their

international GDPR compliance program, focusing mainly on internal policies, privacy notices, data

protection agreements and records of processing activities;

Assisting one of the biggest press outlets in Romania with devising cookie consent mechanisms for

websites and apps, drafting of privacy policies, assisting with various issues related to the protection

of personal data in the electronic communication sector (Facebook pixel, device fingerprinting, using

third party authentication services, etc), day to day assistance to the DPO;

Assisting one of the biggest telecom operators in Romania with the implementation of their GDPR

program, including training services, drafting of privacy notices, day to day assistance to the DPO, as

well as assistance in litigation challenging measures imposed by the data protection authority;

Assisting one of the biggest marketing and advertising groups in Europe with the implementation

of the GDPR compliance project in Romania, including DPO selection and training, training for staff,

drafting of internal policies and data protection agreements, day to day assistance to the DPO; and

Assisting a major television station in Romania with devising their GDPR compliance plan, based

on a gap analysis (legal only), and assisting with its implementation. The services have included the

gap analysis, implementation plan, training for staff, drafting of privacy notices, drafting of complex

data protection agreements, drafting internal policies, records of processing activities, assistance with

various data protection issues related to the digital marketing activity, rules, DPO.



LaborOur dedicated team advises on all aspects of labor law.

Our experience covers representation in contentious cases such as unfair dismissal, disciplinary

action and breach of contract, and also in non-litigious matters such as negotiation of collective

bargaining agreements, executive service agreements, fiscal employment optimization (including

secondment arrangements), and internal regulations. We routinely advise on employment-

related matters in the context of M&A transactions, including requirements regarding per-

sonnel and trade unions.

The firm’s labor practice has expanded to include white collar crime elements. We have been

engaged on several occasions by the foreign headquarters of multinational companies to pur-

sue actions and protect company interests against rogue employees, as well as conduct investi-

gations as to potential breaches of applicable anti-bribery legislation.

The firm advises a large number of clients on routine employment matters, such as reviewing

and revising standard labor agreements, internal labor regulations, compliance with labor code

matters and health and safety requirements, etc.


Assisting OTP Bank, one of the largest independent financial services providers in CEE, on various employment matters, with respect to a complex merger with Banca Romaneasca, including terminations, compensations schemes and exit agreements. This large scale project is momentarly put on hold by the Romanian National Bank, and followed by a large scale project carried out by our team for OTP regarding the transfer and integration of several hundreds of employees from Millenium Bank to OTP Bank;

Advising Voxpro Limited, a major Irish company provider of Multilingual Customer Experience & Technical Support solutions to global brands including Google, for all their day-to-day local employment matters since the company was setup in Romania;

Assisted Romanian investors in the hostile takeover of Romprim SA, a leading Romanian fire fighting and other special vehicles manufacturer, and our employment team drafted and coordinated large scale employment audit and review aimed at streamlining and restructuring the organizational chart following the takeover;

Assisting Aversa Manufacturing, part of the Benevo Canadian Group, with all labor matters following the acquisition of Aversa factory, which includes: employees transfer, internal regulation, drafting and negotiation of collective labor agreement. as well as a complex internal restructuring;

Ongoing assistance to Sema Parc, local real estate developer, on general employment matters, including drafting employment documents, consultations and collective negotiations, as well as implementing new legislative measures which involved radical changes with regards to social security contributions;

Assisting Limagrain, part of Groupe Limagrain, major international agricultural co-operative group present in 55 countries, specialized in field seeds, vegetable seeds and cereal products, with regards to all their employment matters in Romania;

Assisting ICE Pronav Engineering, part of the International Contract Engineering (ICE) group, Europe’s largest independent ship design consultancy, with a variety of employment issues, including restructuring;

Advising Coats Plc., a leading global textiles producer, further to the sale of its Crafts division, on various labor matters including transfer of employees to Aurelius Group, the listed mid-market pan-European investor;

Assisting Tech Gap Solutions, an American software developer company, with setting up the employment documents for their Romanian office as well as with professional development trainings;

Ongoing Advice to Intrarom, a major ITC vendor on the Romanian market, part of Intracom Group of Companies - the largest Greek new technologies company, on dismissal litigations, termination of employment contracts and overall review of all employment documents;

Assisting Watchup Inc., major US streaming news service company, for all their day-to-day local employment matters since the company was setup in Romania;

Assisted RWE Energie, a global leading energy trader, with respect to a complex transfer of an undertaking, including employees transfer, employment contracts, and various labor matters;

Assisting a number of clients such as Adore Me, Wirom, Top Hatch, RWE Energie, LeasePlan, Bitholder, FusionOps, Sustainalytics, Renergy Power Plants on routine employment matters, such as reviewing and revising standard labor agreements, internal regulations, compliance with labor code matters and health and safety requirements as well as cross border employment, termination agreements, benefits and incentives schemes, etc.


InsolvencyBiriş Goran is at the forefront in advising a range of clients involved in the most complex and noteworthy restructuring, insolvency and bankruptcy matters.

We offer our clients a creative, energetic, problem-solving attitude based on understanding and

application of the legislation at hand, along with technical expertise generated by our constant strong

involvement in the ongoing regulation of the restructuring, bankruptcy and insolvency areas.

Our Insolvency team has extensive experience representing clients in complex, multinational

proceedings both in Romania and other jurisdictions such as the USA, UK and Canada. We

have helped creditors, debtors and other parties choose between a range of alternatives in debt

restructurings. We have structured debt rescheduling and drafted and negotiated stand-still

agreements, waiver documentation and settlement agreements. We are well seasoned in

restructuring options analysis, including the “step-in” options, security enforcement, initiating

bankruptcy proceedings, and the sale of businesses as such.

We are licensed insolvency practitioners and act as trustees in bankruptcy/liquidators in various

files.

Selected track record:

Following the assistance offered to Benevo and its joint venture partner Autoplast Engineering in the

successful auction process for the assets of Aversa SA (in bankruptcy), in one of the largest transactions in

Romania in 2013, in which the Aversa factory, related equipment, as well as real estate were acquired, we

continued offering assistance on all legal aspects. In 2014, acting as main conventional representative

of Aversa Manufacturing SRL, we irrevocably defeated the Authority for State Assets Management

(A.A.A.S.) in the litigation initiated by A.A.A.S. regarding the alleged unlawfulness of the adjudication of

Aversa SA assets within the auction held in 2013. In 2016 the three years’ term regarding the trial period

expired and the procedure should have been considered successfully closed, but A.A.A.S. contested this

decision and the activity is ongoing. At this point, Biriș Goran team obtained in Court Aversa’s property

right on the land;

Represented One United Properties, leading Romanian high end residential developer in the acquisition of theNorth Gate office complex which was then going through foreclosure procedure;

Assisted Global Vision Property Management, leading Romanian real estate company, in the acquisition during a public auction of a piece of land of approximately 93 hectares in Constanta, from

three companies in insolvency in simplified form;

Legal assistance and court representation of International Contract Engineering (part of the

International Contract Engineering (ICE) Group, Europe’s largest independent ship design

consultancy) in its capacity as creditor in the insolvency of Icepronav Engineering SRL;

Assistance to Predeal Investitii, a Romanian real estate developer, in its capacity of creditor in the

insolvency file of Victoria SA;

Acting as trustee in the insolvency of San Metal, involving a company with assets evaluated at

approximately EUR 9 million, where the insolvency procedure commenced 1997, but was bogged

down by technical and legal difficulties that led to a series of five judicial trustees abandoning the

matter. Biriș Goran is the sixth insolvency practitioner involved, and our team registered crucial

progress in the last three years and registered profit;

Assistance to Ecopim, Romanian company acting in waste management sector, on declaring the

insolvency procedure (including evaluating risks and determine strategy) and further managing all

the legal aspects of the company in order to proceed with restructuring the company and avoiding

bankruptcy. Our team is currently managing all the insolvency associated files regarding the specific

procedure, as well as the ones regarding the creditor’s table;

Acting as trustee in the insolvency of Leon Trans, appointed by the main creditor, BCR (the largest

bank in Romania, part of the Erste Group), involving a transportation company, owning substantial

assets;

Assistance and court representation for Hortim International SPOL S.R.O. in various contentious

insolvency requests filed by commercial partners as well as various vexatious insolvency claims. The

files have been succesfully finalized in front of the court of first degree and the trial continues;

Assistance offered to Dimand Real Estate & Services with regards to the inclusion in the body of

creditors with the amount of approximately EUR 500,000, conduct of litigation in respect of the

recovery of certain amounts in connection to the development of the real estate project Era Shopping

Park Oradea, developed by Omilos.


Public Procurement Projects PracticeBiris Goran has advised various private sector investors and public institution with respect to all aspects of public procurement projects.

In representing state institutions, Biriş Goran has assisted with the preparation of complex tender

documentation under the new legislation, while with respect to private investors it has used

its public-sector know-how to tailor submitted offers to ensure compliance with often-vague

requirements. Our approach and experience has resulted in winning bids pertaining to projects

with a value exceeding EUR 135 million. In addition, the firm has successfully represented clients

which challenged various public procurement procedures before the National Council for the

Resolution of Contestations.

The Public Procurement Practice is headed by Paula Dicu. With over 12 years of legal practice,

Paula has developed enviable expertise in the field of public procurement and concessions.

She is able to advise across the entire lifetime of a project ranging from the assistance for the

bid preparation and submission phase with the conclusion and implementation of the public

contract. Included in this advice are all legal matters which are directly or indirectly connected

with the award and performance of a public projects such as the clarifications submitted to the

contracting authorities, the preparation of the claims submitted before the National Claims’ Set-

tlement Council, negotiations for signing the contract or the addenda, communications with

the contracting authority concerning various implementation matters or negotiations with the

associates or subcontractors, as well as possible litigation.

Paula is also qualified to provide advice on State Aid legal matters concerning the financing of

public services within the EU.

Lead counsel for Compagnie D’entreprises CFE SA and CFE Contracting and Engineering S.R.L. on

all legal matters related to the implementation of the public contract: “Design, works and supply of

equipments for the project Extension – Upgrading and Equipping of the Children Clinic Hospital

“Doctor Victor Gomoiu”, a Bucharest local budget project amounting to approx. EUR 39,000,000;

Lead counsel for SAAB AB during the public procedure regarding the first stage of the award

through restricted tender of the public contract having as object the procurement of the products

“Multipurpose Frigate, Second Stage Modernization”;

Legal counsel to Hatch Ltd., a major Canadian engineering company, related to the open public

procurement procedure organized in the field of nuclear energy concerning “Works necessary for

changing the destination of the existing constrictions on the site of Unit 5 from a nuclear power

plant into a emergency support centre during the lifetime of Units 1 and 2 currently in operation and

of the future Units 3 and 4 of CNE Cernavoda, with the purpose of ensuring the conditions for their

nuclear safety operation and fulfilment of all legal requirements”;

Legal counsel to Monsson Alma, developer of Europe’s largest fully-permitted onshore wind park,

relating to public procurement procedures arising from their sectoral nature (energy).

Lead counsel for Transtech Global Engineers SRL on legal matters related to the implementation of

the public contract: Technical Assistance for the Management of the Project concerning the Design

and Supervising the Works for the Project „Rehabilitation of the Water Supply and Swage Systems as

well the Cleaning Plants in the Urban Clusters of Vaslui, Barlad, Husi, Negresti from Vaslui County”, a

EU financed budget project having an overall amount of approx. EUR 100,000,000;

Assisted Vamed Standortentwicklung und Engineering GmbH & Co. KG in preparing the tender

documentation, signing and implementation of the public contract involving works for refurbishment

and provision of medical equipment for Dambovita County Hospital (a EU financed project amounting

to approx. EUR 13,500,000);


documentation, signing and implementation of the turn-key contract involving design and execution

works concerning the refurbishment and provision of medical equipment for Baia Mare County Hospital

(a EU financed project amounting to approximately EUR 12,500,000);


documentation for SIBIU project involving hospital maternity refurbishment works (a World Bank

financed project amounting to approximately EUR 3,500,000);

Assisted Vamed Standortentwicklung und Engineering GmbH & Co. KG to participate in tender

procedures organized by public authorities in Romania for construction or refurbishment of public

hospitals and/or delivery of medical equipment;


documentation published by the Ministry of Health of the Republic of Moldova for awarding the

works contract for the construction of the new surgical block for the Republican Clinical Hospital in

Chisinau (a World Bank project);

Advised Vamed Standortentwicklung und Engineering GmbH & Co. KG on all legal matters related to

signing with the Ministry of Health the services contract related to feasibility studies for rehabilitation of

15 county emergency hospitals.



Energy & Natural ResourcesBiriş Goran has increasingly been called upon to advise on energy-related matters. We offer advice on all aspects of oil & gas, power, renewable and alternative energy issues.

Biriş Goran lawyers are well aware of the specificity of the electricity market in Romania and the

European Union and our team is able to provide an integrated approach to its clients acting in

the industry, covering issues regarding taxation, competition, corporate and the organization

and functioning of companies, as well as real estate, litigation and labor related matters.

Dana Dunel-Stancu heads our energy practice. A noted expert in the Romanian market for her

energy and oil & gas expertise, Dana has been practicing exclusively in the energy field since

2002 and has a thorough and proven command of the regulatory and practical commercial

opportunities and constraints in the field. She has been working with leading companies in the

energy field, such as the state-owned Hidroelectica and Nuclearelectrica, Opcom, the Romanian

Electricity Market Operator, RWE Energie, the Romanian subsidiary of RWE Group, and Wirom,

a leading Romanian-German joint venture gas company (Wintershall and GDF Suez), as well

as in oil and gas practice area, working for national and international corporations. Dana has

been lead attorney on various renewable projects exceeding thousands MW, where her advice

spanned the entire lifespan of the project, from acquisition of the land or of the power plant

to regulatory and operational concerns. She has also been a member of the working group

organized by the Ministry of Energy for certain amendment of the renewable legislation.

Dana’s experience on the Romanian market is unique, and as such it builds on the firm’s existing

energy practice and can offer a full range of advice to the firm’s clients in the energy sector.

Energy & Natural ResourcesBiriş Goran has increasingly been called upon to advise on energy-related matters. We offer advice on all aspects of oil & gas, power, renewable and alternative energy issues.

Legal advisor to RWE Energie, the Romanian subsidiary of RWE Group, one of Europe’s leading

electricity and gas companies, on day-to-day energy regulatory matters, labor and corporate aspects.

Legal advisor to Wirom, a leading Romanian-German joint venture gas company (Wintershall and

GDF Suez), on its day-to-day matters, including natural gas supply to end consumers, regulatory,

antitrust and other commercial aspects;

Legal counsel to Monsson Group, leading renewable energy developer and trader, for aspects

regarding regulatory and contractual issues for electricity trading in Romania, as well as for group’s

expansion in the cogeneration sector;

Legal assistance to Danske Commodities on all regulatory matters regarding electricity cross-border

and local trading. Recently, the collaboration was extended in the gas sector;

Legal advisor to Hidroelectrica SA, the main hydro energy producer and trader in Romania, regarding

electricity exports and tax;

Assistance offered to HATCH, Canadian company offering engineering, project and construction

management services, process and business consulting and operational services to the mining,

metallurgical, energy and infrastructure industries, with regards to their nuclear projects in Romania,

from tender procedure to contract execution;

Legal assistance and representation to Campo Verde Energy and Campo Verde Solaris in front of the

Romanian Energy Regulatory Authority for obtaining the producer licenses and the accreditation as

electricity producers from renewable sources;

Assistance offered to real estate affiliates of Raiffeisen Bank, in connection with the regulatory aspects

of its potential solar power plant developments;

Fiscal assistance and consultancy to Electrica Muntenia Nord, the main electricity distribution

company in Romania, during an extensive tax inspection as well as in the stages subsequent to its

completion;

Assisting Tinmar, a major Romanian energy and natural resources concern, in connection with

all the tax aspects derived from their day to day business activities, including advisory in relation to

business restructuring and assistance with transfer pricing documentation file;

Legal services provided to a major jet fuel trading operation company, including all regulatory

aspects, and assistance in connection with joint venture on jet fuel into plane supply market;

Legal assistance to a leading Romanian power equipment manufacturer, in various contractual

matters;

Assistance offered to a leading developer of renewable energy, mainly in wind power projects in

connection with power purchase agreements;

Assistance to an equipment producing company for industrial water treatment in connection with

investments in mining projects in Romania.


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