Our services in this area include legal advice/assistance/representation in relation to:

· Potential applicability of investment/privatization regulations, potential availability of industry or regional incentives;
· Legal due diligence;
· Drafting legal documentation (i.e. shareholders’ agreements, shareholders’ resolutions, equity sale-purchase/assignment, etc.);
· Representation in front of regulatory bodies or registration offices, such as the Competition Council, Securities Commission(CNVM), National Bank of Romania (NBR), Register of Commerce, courts, tax authorities, privatization agencies, etc.;
· Revision and amendment of constitutive acts and all corporate steps required to implement a private equity or strategic investment;
· Implementation of new management structures, drafting/review of related agreements and other legal documentation (including in respect to foreign managers or directors);
· Collective bargaining agreements and negotiations with unions.

DRAGOMAN & Associates and its attorneys have developed a strong specialization in the field of Mergers & Acquisitions. Our attorneys have been involved in various acquisition transactions and projects, in various industries, in the form of both equity and asset deals. We have acted in such deals either on “sell” side or “buy” side. In some projects, our involvement has covered all stages of the acquisition process, from planning, through due diligence to negotiation/drafting acquisition documentation. In some other projects our involvement has covered only the due diligence stage.

For a more specific presentation of our experience in this area, please find below a selection of projects/assignments (without a disclosure of projects’ beneficiaries):

Acquisition of gas stations (all over the country)

We have acted (on the buy side) for one of the world’s leaders in the oil industry, in the acquisition of various gas stations (asset deals) in Romania, following certain agreed upon procedures including: legal due diligence on the title of land and constructions, permitting, drafting acquisition agreements, legal advise on transfer of permits or obtaining of new ones where required.

Acquisition of IT Romanian company by multinational corporation

We have acted (on the sell side) for a group of Romanian entrepreneurs, for the sale of their 100% shareholding in one of the most reputable IT Romanian companies to a multinational group. Our involvement included assistance to the sellers during the due diligence process, review and negotiation of the acquisition agreements and closing.

Acquisition of minority shareholding of food manufacturing company by foreign investment fund

We have acted on the sell side for a Romanian entrepreneur in an equity deal involving the sale of 50% shareholding in a food manufacturing company to a foreign investment fund. Our involvement has included assistance during the due diligence process and negotiation of shares sale-purchase and investment agreements, as well as tax planning.

Acquisition of tire manufacturer by multinational corporation

We have acted on the buy side for one of the world’s leaders in the tire manufacturing industry, in the acquisition of certain Romanian tire manufacturers (equity deal). Our assignment included: legal due diligence and certain assistance in relation to the acquisition process.

Acquisition of banking assets

We have acted, on the buy side, for a state owned Greek bank in the acquisition of all Romanian banking assets of one of the world’s largest financial group (Romanian branch of the USA bank division). Our assignment included legal due diligence, assistance during the acquisition process, including drafting of all acquisition and transfer documentation.

Merger of soft drinks bottling companies

We have acted for a soft drinks bottling company, during a merger process. We have provided legal services including: merger planning, advice on procedure and tax implications, drafting merger documentation, carrying out of registration procedures.

Acquisition of mining business

We have acted for an Australian mining company (on the buy side), in the acquisition of Romanian mining business of a multinational mining corporation. Our assignment included: legal due diligence, drafting/review of acquisition/transfer documentation, assistance regarding the required registration/approval procedures.