Banking, Financing & Securities

Banking & Financing

• Legal advice provided to companies in relation to drafting and negotiation of financing documentation for loans contracted with for various purposes (real estate projects, working capital, refinancing existing loans etc);
• Extensive legal consultancy to local and / or international entities for starting banking business in Romania – legal conditions, minimum requirements, applicable procedures, strategy to approach the National Bank of Romania etc;
• Advising banks on compliance with banking regulations, including corporate governance matters;
• Drafting or reviewing loan agreements and other documentation concluded by banks with clients; drafting or reviewing inter-company loan agreements;
• Assisting banks in implementing specific banking products;
• Legal audits of banks authorised by the National Bank of Romania to operate in Romania;
• Assistance for M&A deals (due diligence projects – both sell-side or buy-side, negotiation of transaction documentation, assistance in the regulatory approval process with the National Bank of Romania)
• Assistance for reorganization of local banks (assistance with all the required documentation for approval of merger/spin-off processes by the National Bank of Romania, drafting all the corporate documentation required for the merger/spin-off process and submitting it and defending it in front of the Trade Registry)
• Assistance for transfer of business transactions between banks or banks and other financial entities (drafting the transfer of business agreement, advising on the implications of implementing the transfer of business)

Non-Banking Financial Institutions

• Legal advice to non-banking financial institutions regarding the legal conditions for the performance of various crediting activities in Romania;
• Legal advice regarding the possibility of an EU-based company to perform crediting activities in Romania;
• Legal advice regarding the restructuring of the leasing business in Romania;
• Drafting and reviewing corporate documents of non-banking financial institutions (i.e. articles of association, other internal rules and regulations, as well as norms and procedures);
• Legal advice and assistance during the registration of non-banking financial institutions with the National Bank of Romania and set-up with the Trade Registry;
• Legal advice to non-banking financial institutions on compliance with the regulations of the National Bank of Romania;
• Legal advice on the scope of the non-core activities which may be performed by non-banking financial institutions (e.g. insurance intermediation, operational leasing, etc.);
• Review of the agreements used by non-banking financial institutions in their crediting activities;
• Assistance for M&A deals (due diligence projects – both sell-side or buy-side, negotiation of transaction documentation, assistance in the regulatory approval/notification process with the National Bank of Romania)
• Assistance for reorganization of local NBFIs (assistance with all the required documentation for approval of merger/spin-off processes by the National Bank of Romania, drafting all the corporate documentation required for the merger/spin-off process and submitting it and defending it in front of the Trade Registry)
• Assistance for transfer of business transactions between NBFIs or NBFIs and other financial entities (drafting the transfer of business agreement, advising on the implications of implementing the transfer of business)

Pension Business

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