“A solid local Romanian law firm operating with the standards of an

Transcription

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 IP, IT & Media. 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, financing, IP, IT & media, labor, insolvency and litigation.
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 30+ attorney team is composed of young but experienced lawyers, all with strong
backgrounds from local and global firms. Our firm has the largest number of Bucharest-resident
lawyers admitted to practice in the United States and Canada. The result? Business-driven advice
delivered on time and in a manner that meets, and often exceeds, our clients’ expectations.
Partners
The team comprises over 30 attorneys, including eight partners, with a blend of Western and local experience and
foreign language skills. Three of the eight partners are also licensed to practice in the US and most of our senior
associates are educated, trained or licensed in the US or UK.
Gabriel Biriș
Gelu Goran,LL.M.
Victor N. Constantinescu
Founding Partner,
Head of Tax Practice
[email protected]
Founding Partner,
Head of Competition Practice
[email protected]
Founding Partner,
Head of Real Estate Practice
[email protected]
Raluca Năstase
Ruxandra Jianu, FCCA
Ana Fraţian
Partner
[email protected]
Partner
[email protected]
Partner
[email protected]
Mihai Nuşcă
Ana Maria Andronic
Partner
Head of Litigation Practice
[email protected]
Partner
Head of IP, IT & Media Practice
[email protected]
Competition/Antitrust
Romania’s EU accession and rapidly expanding economy have combined to
produce unprecedented levels of acquisition activity, with a corresponding
increase in competition oversight.
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 experience
covers a wide range of business sectors and products, including:
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cement, steel and construction materials fast moving consumer goods perfumery products pharmaceuticals 
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banking
breweries
food
property
Cartel Investigation
We 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.
Vertical restraints
We 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 Compliance
We 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 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 control
We 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.
Recent major mandates include:

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;

Succesfully 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 Competition Council with UniCredit not being held liable for infringing the competition rules;

Advised Nestlé with respect to a Competition Council investigation on the food retail market;

Ongoing advice to JTI in the context of a Competition Council investigation focusing on alleged price
fixing on the cigarettes sector;

Ongoing representation of Holcim in its challenge of a three-to-two merger clearance decision issued
by the national competition authority, a landmark merger control case to be decided by the Romanian
Supreme Court;

Ongoing advice for the Romanian operations of Wintershall AG in connection with a Competition
Council investigation of alleged abusive market conduct and price fixing;

Ongoing advice to Weatherford in the context of a Competition Council investigation focusing on
alleged bid-rigging arrangements in the energy sector;

Advised Publicis Groupe in its acquisition of Romanian franchise operations of Zenith and Optimedia
for merger clearance and antitrust matters on the media planning and buying market;

Advised Bongrain in its acquisition of Delaco, a major Romanian dairy products distributor, including
merger control clearance and antitrust aspects.
Corporate/M&A
The 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-networth 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, public procurement/PPPs, private equity/venture
capital, regulatory compliance, employment/labour and international commercial arbitration.
Recent major transactions include:

Counsel to 3TS Capital Partners as regards a venture capital investment in avocatnet.ro, an internet
start up company, leader in the legal online media in Romania;

Lead counsel to Publicis Groupe, the leading player on the Romanian market, with respect to its
acquisition of Romanian operations of leading world-wide media planner & buyer/communications
services provider Zenith Media;

Lead counsel to Ringier Romania, a leading global publishing house, relating to acquisition of all of Axel
Springer publications in Romania (such as Elle & Joy!);

Lead counsel to Romcarbon (a company transacted on the Bucharest Stock Exchange) on multijurisdictional corporate governance project pertaining to the Green Group and assistance with
investment by European Bank for Reconstruction and Development (EBRD) and the Global Finance
investment fund;

Legal advisors to the Monsson Group with respect to sale of wind farm project to leading German power
generation company, Steag, with overall acquisition price and investment value exceeding EUR 80
million;

Lead counsel to founders and main shareholders of Kamino Cargo with respect to sale of participation
to Menzies Aviation;

Lead counsel to private investors and management team in buyout of News Outdoor Romania, a leading
outdoor advertising company, a cross-border deal involving the Netherlands, Romania & Russia;

Lead Romanian counsel to Tiger Global Management in sale of its shareholding interest in EJobs
Group (www.ejobs.ro) to Ringier, and the sale of Tiger Global Management’s interest in Neogen SA
(www.bestjobs.ro) to Romania-based purchasers;

Lead counsel to Share Dimension, the Romanian branch of Share Dimension B.V., a Dutch company,
with respect to acquisition of software development line of business by Sustainalytics SRL, the Romanian
branch of a Canadian company;

Legal advisor to EU-based Bongrain, a leading international player in the milk processing sector
and which is listed on the Euronext Paris exchange, in the acquisition of a controlling interest in Delaco
Distribution, one of Romania’s main dairy supplier;

Lead counsel to GED Capital, a major Spanish investment fund, with respect to acquisition of Prestige
Tours (the Romanian market leader in luxury vacation packages) and restructuring of target with
Happy Tour group;

Legal counsel to the seller of Upground in the indirect (share deal) forward sale of a real estate
development to RREEF (approximately EUR 340 million) in the largest real estate transaction in
Romania to date;

Legal advisor to the shareholders of Infopress Group, the leading provider of printing services in
Romania, the largest printing company in Southeast Europe and among the leaders in Eastern Europe,
in partnering up with GED, one of the leading private equity firm in Southeast Europe, pursuant to
a deal worth more than 12 Eur million.
Energy & Natural Resources
Biriş 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.
Our lawyers handled such high-profile transactions as the privatization of Distrigaz Sud and
Distrigaz Nord, the two main natural gas distributors in Romania, have been involved in the
privatization of electricity supply and distribution companies such as Electrica Muntenia Sud,
Electrica Moldova and Electrica Oltenia, as well as in other relevant transaction from energy
market, ranging from small power plants to major energy projects or private companies.
We have provided advice relating to exploration and concession agreements, as well as the
establishment and operation of oil and gas trading companies.
Early 2013, Dana Dunel-Stancu, joined our team as head of our energy practice with over 15
years experience working with leading companies in the energy field, such as the state-owned
Hidroelectica and Nuclearelectrica, Opcom, the Romanian Electricity Market Operator, as well
as in oil and gas practice area, working for national and international corporations.
Recent major projects include:

Legal advisor to Hidroelectrica SA, the main hydro energy producer and trader in Romania, regarding
electricity exports and tax matters;

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 consumenrs, 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 expantion
in cogeneration sector;

Legal assistance to the Romanian affiliate of British Petroleum in the day-to-day activities;

Legal assistance to Voith Hydro, on day-to-day activities of its local units as well as in connection to a
contractual dispute related to Lower Olt River Project for te refurbishment of the hydro power plants;

Legal assistance to General Turbo, a leading Romanian power equipment manufacturer in various
contractual matters;

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 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 RIRBRO SA, the real estate arm of Raiffeisen Bank, in connection with the regulatory aspects of its solar power plant located near Bucharest;

Assistance offered to the general contractors for the rehabilitation and modernization of the hydropower plants “Portile de Fier I” and “Portile de Fier II” and of the Lower Olt hydro-power plants;

Assisted Wintershall Holding GmbH, a leading global gas company (through its Romanian branch in
Mediaş), in a joint venture agreement with the major natural gas extraction company, Romgaz, jointly
operating two natural gas wells in the western side of the country;

Assisted GazProm, one of the world’s largest gas companies in relation to gas trading activities in Romania.
Finance & Restructuring
Our 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.
Major transactions include:

Ongoing legal counsel to the borrower and sponsors as regards a multimillion cross-border debt
restructuring;

Legal counsel to an US fund as regards debt and equity investments in the Romanian agribusiness sector;

Legal counsel to a leading Canadian trade finance company in an equipment financing transaction;

Legal advisor to the borrower, Portico Investments Limited, for the increase of a loan worth EUR 75
million from ING Lease;

Legal advisors to the borrower as regards the restructuring of a EUR 45 million loan and the increase
of the facilities;

Legal advisors to the borrower as regards the restructuring of a EUR 15 million loan;

Legal advisors to the bank, the lessee as well as to the borrower and lessor on a EUR 26 million sale and
lease back transaction;

Legal advisors to the borrower, Portico Investments Limited for a loan worth EUR 75 million from ING
Lease to refinance the company’s investments in Hungary, Czech Republic and Romania;

Legal advisors to the borrower and sponsors on a real estate financing for office and residential
development in Bucharest, in total amount of EUR 60 million;

Legal advisors to the borrower and sponsors on a real estate financing for the development of a mall in
Transylvania, Romania valued at EUR 40 million;

Legal advisors to the borrower on a real estate refinancing of a hotel in Bucharest, in total amount of
EUR 32 million;

Legal advisors to the borrower and sponsors on an acquisition finance of a majority stake of Proiect
București SA, the former state-owned architectural services company and one of the largest in
Romania (transaction value confidential);

Legal advisors to the borrower and sponsors on a real estate financing for the construction of the first
phase of a residential complex in the city of Brașov in total amount of EUR 14 million;

Legal advisors to the borrower and sponsors on a real estate financing for office development in
Bucharest, in total amount of EUR 11 million;

Legal advisors to the borrower and sponsors on a real estate acquisition financing from a trustee in
bankruptcy in total amount of EUR 10 million.
IP, IT & Media
It is difficult to find another law firm in Romania whose experience rivals that
of our Intellectual Property, Information Technology and Media practice.
With Ana Maria Andronic leading the way, the department has become the “go-to” practice
in Romania for IT entrepreneurs, including various Internet and hosting service providers,
software licensees and licensors.
Spearheading this effort is Biriș Goran’s initiative: VentureConnect. Together with several leading
Romanian online/IT entrepreneurs, VentureConnect has become the leading platform in
Romania, acting as an engine facilitating investors’ direct contact with the burgeoning, and
often untapped, class of Romanian IT entrepreneurs. The initiative has received national and
international accolades and heavy media coverage. In just over two years, VentureConnect
has become a milestone for local entrepreneurial initiatives and an investment hub for Eastern
Europe, facilitating two venture investments and paving the way for over 112 other entrepreneurial
projects for the investor’s community.
The practice group brings together all separate areas of law applicable to an IT/online transaction
to deliver well rounded, knowledgeable commercial advice. Types of documents that we routinely
handle include: various software acquisition agreements, all types of software licensing agreements,
copyright assignments, commercial and services agreements, as well as terms of use for various types
of websites.
We also advise clients generally wanting to protect and enforce contractual and intellectual
property rights.

Assisting HootSuite, a publicly traded Canadian company acting in the social media analytics sector,
with regards to structuring of their Romanian branch after acquiering UberVu, a social media analytics
tech company;

Advising Mavenhut International high growth gaming company, on all legal aspects of structuring
their business in Romania;

Assisting Vector Watch, a Romanian smart watch technology start-up, on a venture capital investment
round from GECAD Group, international investor in technology, e-commerce and internet start-up
companies;

Lead counsel to T-Me Studios, international mobile app high growth company, with setting up a
complex iternational IP and corporate structure;

Lead counsel to Tri-Ant Technologies Limited, a high growth online advertising technology company,
on a joint venture with an international online advertising company;

Lead counsel to Green Horse Games, an online gaming company founded by the creator of the very
succesfull online game eRepublik, with respect to a venture capital transaction coming after an angel
investment received in 2013 also assisted by our team;

Advising Naspers Allegro, an online market place which owns and operates over 100 ecommerce
related websites in CEE, on a complex trademark dispute as well as on various ongoing legal matters
related to their portfolio of websites in Romania;

Lead counsel to Getlokal Romania, a user generated website that brings in touch people with their
favorite places, with respect to an international IPR corporate restructuring of the companies operating
in Romania, Bulgaria and Macedonia;

Lead counsel to 3TS Capital Partners, a leading international growth investment fund with focus on the
technology, media and telecom market sectors, with respect to its first investment on the Romanian
market, in a leading on-line media company, avocatnet.ro;

Advising Simartis Telecom, a leading Romanian software development company with respect to a
venture capital investment by 3TS Capital Partners;

Lead counsel to I.T.N.T., a leading software downloading website regarding an IPR and corporate
re-structuring of all its operations in Romania and cross border;

Lead counsel to Smart Bill, Romanian company that offers an accounting system solution used by
more than 20,000 companies, in an angel investment transaction with Lucian Todea, the founder of
I.T.N.T., leading sotware producer;

Lead counsel to 2 Parale Afiliere, the leading Romanian affiliate marketing network with respect to an
syndicated angel round investment;
Litigation
A 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, including a former
judge, who are able to minimize the uncertainties by providing a solid foundation of practical
experience. 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
international commercial arbitrations under ICC rules.
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.
Our group is involved in the first Romanian case in which a third party challenges the merger
control clearance decision of the national competition authority. The landmark case is now
pending at the Supreme Court.

Our innovative practice headed by Mihai Nușcă, is involved in a VAT-related case in a preliminary
reference to the Court of Justice of the European Union, where the ruling affects the VAT taxation on
all domestic transactions.

Assistance to a major telecoms multinational in a multi-million EUR commercial dispute with a trade
partner in the context of latter’s insolvency;

Legal advisor to a world-leading global nutrition, health and wellness company, involving complex
tax and IP rights litigation matters;

Assistance to one of Romania’s leading renewable energy companies concerning contractual disputes
relating to EU financed wind energy projects;

Legal advisor to a major investment fund concerning various real estate and commercial litigation;

Ongoing assistance to a major provider of geophysical services, on labour matters;

Legal advisor to one of Romania’s leading television and print media companies, in its ground-breaking
tax recovery case against the Romanian state before the Romanian Supreme Court;

Legal advisor to an EU-based global cosmetics company, concerning litigation during the dismissal
of top executives and labour matters relating to personnel restructuring and commercial matters;

Assistance to one of the main players in Romania in gas distribution sector in an ongoing administrative
and tax litigation;

Assistance to a leading Romanian-based wine producer on fiscal and tax (excises) matters.
Labor
Our 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, but also advises on 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 personnel and trade unions.
The firm’s labor practice has also expanded to include white collar crime elements. We have
been engaged on several occasions by the foreign headquarters of multinational companies
to pursue actions and protect company interests against rogue employees, as well as conduct
investigations 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.
Mandates include:

Advised BorshodChem, leading European producer of MDI, TDI, PVC resins, base chemicals and specialty
chemicals, with respect to its employment agreements with its executive employees in Romania;

Ongoing advice to Mehler Texnologies, a Germany-based international leader on the coated fabrics
market, on individual employment and internal compliance audits;

Ongoing advice to Oriflame Romania, an EU-based global cosmetics company, on individual
employment termination matters, including executive employee dismissal litigation;

Assisted News Outdoor Romania with offshore (Cyprus) and onshore (Romania) management and
mandate agreements for executive employees/management team;

Assisted Appnor MSP, the main Romania-based Google Apps partner and leading Romanian online
managed services provider, regarding employment agreements and other employment matters;

Ongoing assistance to Publicis Groupe on employment related matters with respect to all of its
Romanian investments, including the secondment of expat employees to Romania;

Assisted Romcarbon, leading Romania-based company traded on the Bucharest Stock Exchange,
regarding organizational restructuring arising from multi-million EUR investment by EBRD and Global Finance in the Green Group (which has been established by Romcarbon);

Ongoing assistance for Microbilt Romania on collective labor agreement, internal regulations and
individual employment matters;

Advised Groupe Samat, an EU-based transport and logistics company in its sale of business and
transfer employees to an OMV-related company;

Ongoing assistance for LeasePlan on its collective labor agreement, internal regulations and individual
employment matters;

Advised JYSK, an international retail chain, on its collective labor agreement, internal regulations and
individual employment matters;

Assisted Procer, leading EU-based Waterjet technology provider, on various employment matters
including secondment agreements;

Advised European Future Group Romania in its restructuring and termination of several mid-level
and top managers pursuant to a mass layoffs procedure, including the secondment of expat employees
to Romania and the optimization of said employees’ remuneration structure.
Real Estate
Biriş Goran’s real estate practice has been, since the firm’s founding, at the
forefront of commercial real estate advice in Romania.
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.
Victor Constantinescu heads the practice. Taking a hands-on approach with the firm’s real estate
clients and maintaining appropriate contact, the 2013 Chambers Europe edition has named him
among the top three real estate lawyers in the country.
The firm provides clients with comprehensive services encompassing the full range of commercial
real estate and development issues. It has developed finely-tuned expertise and acknowledged
skills in advising on all areas of real estate transactions to do with office, shopping malls,
commercial, industrial, hotel and residential. Our lawyers listed to the clients’ needs and knows
how to negotiate accordingly.
We serve domestic and international clients, including institutional and private real estate funds,
owners, tenants, residential and commercial developers, construction companies and permanent
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.

Assisted Benevo and its joint venture partner Autoplast Engineering in the successful auction process
for the assets of Aversa SA (in bankruptcy), in a EUR 17.3 million transaction. Located in the Piata Obor
area, the Aversa factory, related equipment, as well as all real estate were acquired. This is one of the
highest profile transactions in Romania in 2013, garnering intense media and government scrutiny.
Assistance was offered on all aspects including contracts, complex litigation, labor matters and
government relations, and advice continues to be ongoing;

Assisted the Benevo group of companies in acquiring a 78,000 sqm industrial platform in the Progresului
district of Bucharest for over EUR 20 million. This was followed by concluding a joint venture with
NEPI, a major listed real estate fund. This is the largest real estate transaction in Romania in 2012 and
was followed by an early exit in 2013 at a substantial profit for Benevo;

Assisted the Benevo group of companies in its flagship shopping centre development, Victoria City
Lifestyle Retail Center, a 68,000 sqm GLA project to be constructed in the Bucureștii Noi area, including
comprehensive refinancing, shareholder restructuring, and all permitting, leasing and related matters;

Assisting Raiffeisen Property International, a special asset management arm of Raiffeisen Bank, in the
Sky Tower project, currently the tallest office building in Romania, with all leasing and day-to-day matters;

Legal Counsel to Raiffeisen Evolution, the developer of Promenada shopping mall, a 300 million investment in North of Bucharest, with all leasing and day to day matters;

Facilitated the market entry of Cine Grand, a major Indian cinema operator, in its first cinema in Romania
in Uvertura Mall, Botosani, as well as concluding lease agreements with other shopping centres;

Assisting Adval Asset Management, a real estate asset management company in its various asset management needs for its various commercial properties in Romania, formerly owned by Dinu Patriciu;

Legal counsel to Aberdeen Property Investors, a leading European real estate investment fund, on its
assets in Romania including the Iris Titan Shopping Mall and Phoenix Tower in Bucharest, on various
asset management matters, including leasing and corporate matters;

Assisted Interprime Properties, the real estate investment arm of IKEA, on all of its day to day matters,
including all development matters related to Baduc SA and to Timpuri Noi property and the acquisition
of Baduc SA, a 20,000 sqm site, in a transaction worth approximately EUR 11 million;

Assisting Europa Capital, a major investment fund, in the potential acquisition of numerous development
projects as well as its industrial park in Turda, Cluj County, Romania;

Advising First Title Insurance, the European subsidiary of First American Corporation, and one of
Europe’s largest providers of title insurance, on various title investigation and due diligence for potential
owners seeking title insurance in Romania;

Legal counsel to Liebrecht & Wood Group a major developer, as regards on various projects including
Fashion House, on all day to day legal matters including all lasing aspects.
Real Estate Team
Biriş Goran’s real estate practice has been, since the firm’s founding, at the forefront of commercial real estate
advice in Romania. 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.
Victor N. Constantinescu
Raluca Năstase
Ana Fraţian
Founding Partner,
Head of Real Estate Practice
[email protected]
Partner
[email protected]
Partner
[email protected]
Ruxandra Jianu, FCCA
Mihai Nuşcă
Daniela Lazea
Partner
[email protected]
Partner
Head of Litigation Practice
[email protected]
Of Counsel
[email protected]
Sorin Aungurenci
Mariana Signeanu
Ştefăniță Georgescu
Senior Associate
[email protected]
Senior Associate
[email protected]
Senior Associate
[email protected]
Tax
Death 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 Biriș and Ruxandra Jianu, is geared to assisting 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, inter-company pricing, in-bound and
out-bound investments and transfer of property, branch interest /profit tax and permanent
establishments.
We also provide sophisticated tax planning to high net worth individuals. Our practice also
includes assisting our clients during tax inspections and providing comprehensive assistance in
solving any tax disputes with the authorities at all levels.

Tax advisors to Hidroelectrica SA, the main hydro energy producer and trader in Romania, with regards to a complex tax litigation;

Tax advisors to Portland Trust, one of the most important real estate developers on the Romanian
market, with regards to assistance in Court on VAT recoveryduring the investment phase for their
landmark project, Pipera Business Park;

Ongoing assistance to Wirom, one of the leading Romanian players in the Romanian natural gas
distribution field, in all aspects of fiscal legislation, from profit tax to VAT and excise duties. The
tax group sucesfully assisted Wirom in a major dispute with the tax authorities that confirmed the
operating procedure of all major natural gas distributors on the market;

Ongoing assistance to Monsson Group with day-to-day tax and business matters as well as with company
restructuring; assistance was offered on the sale of wind farm project to leading German power generation
company, Steag, with overall acquisition price and investment value exceeding EUR 80 million;

Ongoing tax asssitance to Tinmar, a leading Romanian energy and natural resources concern, in
connection with the acquisition of solar plant ecquipment, and on day-to-day business activities,
including assistance in relation to business restructuring and with transfer pricing;

Ongoing tax assistance to Cosmetics Oriflame Romania, an EU-based global cosmetics company,
with respect to a tax assessment arising from a change in the company’s management, assisted the
client in the implementation of a new sales system;

Advised Publicis Groupe with respect to VAT-free transfer of assets to Romanian NewCo as part of
asset-deal. Provided assistance during the group restructuring process covering all tax related matters.

Assisted Wintershall Holding GmbH, a leading global gas company, (through its Romanian branch in
Mediaş), who was involved in a joint venture agreement with the major natural gas extraction company,
Romgaz, jointly operating two natural gas wells in the western side of the country. The tax group
has assisted the Romanian branch during an extensive tax inspection and was involved in assisting
the client in divesting its activities in Romania, by transferring its part of the business to its partner,
Romgaz.

Lead tax counsel to Romcarbon (a company transacted on the Bucharest Stock Exchange) on multijurisdictional corporate governance project pertaining to the Green Group and assistance with
investment by European Bank for Reconstruction and Development (EBRD) and the Global Finance
investment fund;

Assistance offered to Upground Estates, an established regional developer and seller of the largest real
estate transaction in Romania to date, on various tax matters, assistance related to the tax inspection performed by the Romanian tax authorities, drafting of administrative appeal against the tax
decision issued by the Romanian fiscal authorities;
Insolvency
Biriş Goran is at the forefront in advising a range of clients involved in the most
complex and noteworthy restructuring, insolvency and bankruptcy matters.
We are offering 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.
Selected track record:

Assisted Benevo and its joint venture partner Autoplast Engineering in the successful auction process
for the assets of Aversa SA (in bankruptcy), in a EUR 17.3 million transaction. Located in the Piata Obor
area, the Aversa factory, related equipment, as well as all real estate were acquired. This is one of the
highest profile M&A and real estate transactions in Romania in 2013, garnering intense media and
government scrutiny. Assistance was offered on all aspects including contracts, complex litigation,
labor matters and government relations;

Acting as trustee in the insolvency of Mainrom Invest with an investment in a real estate project of
over 30 million;

Ongoing advice in representing the debtor Plus Development in an insolvency matter with a total
value of EUR 25 million and dealing with issues related to real estate, construction litigation and
insolvency law;

Acting as trustee in the insolvency of San Metal, appointed by the court, involving a company with
assets evaluated at approximately EUR 15 million;

Acting as trustee in the insolvency of Sticom Trading and Sticom CO, companies involved in the
construction sector with assets having over EUR 10 million value;

Acting as trustee in the bankruptcy of Leon Trans, a transportation company with substantial assets,
appointed by the main creditor, BCR.