Bondoc și Asociații SCA

Legal500: Real Estate Comparative Guide 2024 – Romania We are pleased to announce that Bondoc & Asociații is an exclusive contributor to the 8th Edition of ”The Legal 500: Real Estate Comparative Guide 2024” in Romania. The country-specific Q&A provides valuable insights into regulatory requirements, transaction structures, due diligence processes and emerging developments in Romania's real estate sector. The authors of this guide are: Cosmin Stavaru – Partner, Monica Andrei– Managing Counsel and Ana-Maria Buricea – Junior Associate. For a full list of jurisdictions visit: Real Estate – Country Comparative Guides Read more on the link below. #Bondoc&Asociatii #Legal500 #realestatelaw #legalguide #compliance

BONDOC ȘI ASOCIAȚII obtains an important clarification from the High Court of Cassation and Justice regarding the jurisdiction to settle disputes in connection with the conclusion by private beneficiaries who are not under the obligation to apply public procurement procedures of contracts financed from funds allocated to the National Recovery and Resilience Program – NRRP On 10 December 2024, for the establishment of a jurisdiction regulator, the High Court of Cassation and Justice held that it is the administrative disputes court that has jurisdiction for solving a dispute over the annulment of a decision issued by a private company, further to the performance of a specific procedure for the award of a contract for the supply of products financed with external funds allocated under the NRRP. Pursuant to this decision, the High Court has clarified the issue regarding the jurisdiction of the courts for disputes arising from procurement procedures for the award of contracts financed with NRRP funds, procedures based on the regulatory provisions of GEO no. 124/2021 on the establishment of the institutional and financial framework for the management of European funds allocated to Romania through the Recovery and Resilience Mechanism, but which do not contain express provisions on the jurisdiction of the courts for disputes arising from the award of contracts so financed or disputes arising from contracts concluded under this legal regime by private beneficiaries who are not bound by the obligation to apply the legal public procurement provisions. As part of the conflict of jurisdiction, an issue was raised about whether the acts and operations carried out by private beneficiaries according to mandatory and regulated procedures (Methodological Guide issued by the Ministry of European Investments and Projects and subsequently, Order No. 372/2024 of the same Ministry) are to be challenged in civil courts for disputes with professionals or in administrative disputes courts. “The decision of the High Court is particularly important for all categories of entities involved in the use of funds allocated under the NRRP, establishing the jurisdiction of the administrative disputes courts for disputes arising from the use of such funds, even if the parties are private beneficiaries of the funding that do not apply Law no. 98/2016 or Law 99/2016, as the case may be, but other procurement procedures but which are still carried out under a public law regime” – said Nicolae Viorel Dinu, coordinating Partner of the litigation practice of Bondoc și Asociații. The team that handled this case on behalf of Bondoc și Asociații was composed of attorney at law Nicolae Viorel Dinu, Partner and attorney at law Alexandru Golu, Associate in the Litigation department. #Bondoc&Asociatii #HighCourtDecision #PNRR #Legalupdate

Legal Industry Reviews – 7th edition of LIR Romania We are pleased to announce that Bondoc & Asociații is an exclusive contributor to the Capital Markets Chapter of the 7th edition of LIR Romania. The guide aims to present the latest legal developments and updates in various areas of law, including capital markets, where our main contribution focuses on the long-awaited legislative proposal on real estate investment companies (real estate investment trusts -“REITs”) and real estate companies (“RECs”) held by REITs and their respective tax regime. The authors of this chapter are Diana E. Ispas – Partner and Silviu Vasiliu – Senior Associate. #Bondoc&Asociatii #LegalIndustryReviews #capitalmarkets #LawinRomania #LegalUpdates

On December 1st, our National Day, let us proudly remember the values that unite us as a people. Let us celebrate together what it means to be Romanian – with respect for the past, wisdom for the present, and ambition and confidence for the future. Happy National Day, Romania! Happy National Day to all Romanians! 🎉   De 1 Decembrie, Ziua Națională, să ne amintim cu mândrie valorile care ne unesc ca popor. Să celebrăm împreună ceea ce înseamnă să fim români – cu respect pentru trecut, cu înțelepciune cu privire la prezent și cu ambiție și încredere cu privire la viitor. La mulți ani, România! La mulți ani, români! 🎉 #Bondoc&Asociatii #NationalDay #Romania

Completion of a puzzle: amendment of Government Emergency Ordinance No. 57/2007 on the regime of protected natural areas, conservation of natural habitats, wild flora and fauna, in the context of an infringement procedure Following the evaluation of the quality of transposing Council Directive 92/43/EEC of May 21, 1992, on the conservation of natural habitats and of wild fauna and flora (“Habitats Directive“), the European Commission identified several deficiencies in its transposition in Romania. As a result, in 2020, the Commission initiated an infringement procedure against Romania for failing to comply with the obligations set out in this European legal act. According to information published by the European Commission in early October 2024[1], “Romanian legislation does not explicitly mention that conservation measures included in management plans must take into account the ecological needs of the types of natural habitats and the species present within the respective sites. This directly impacts the quality of the management plans, as they may not contain the necessary measures for protecting those types of habitats and species. Additionally, national legislation limits the scope of the main provisions of the directive to activities carried out within Natura 2000 sites. This excludes all other potential causes of deterioration or disturbance originating outside the sites.” Based on Article 258 TFEU, as Romania has breached its obligations under the treaties, the Commission issued a reasoned opinion, based on which it can subsequently refer the case to the Court of Justice of the European Union. #Bondoc&Asociatii #HabitatsDirective #EUcompliance #Romania

Diana Ispas, invited to ZF Deschiderea de Astăzi of 24 October, discussed with Tibi Oprea (ZF) about the growing interest of Romanian companies in capital market financing, despite the uncertain climate Diana E. Ispas, partner at Bondoc și Asociații, emphasized during ZF Deschiderea de Astăzi that an increasing number of Romanian companies are exploring capital market financing opportunities. Diana also highlighted the most important recent developments in the capital market legislation: – at domestic level (e.g., the draft law on the regulation of REITs – Real Estate Investment Trusts), and – at EU level (e.g., the Listing Act, which sets forth amendments to facilitate capital market financing by bringing changes to the Prospectus Regulation and the Market Abuse Regulation, and by proposing a directive on multiple voting shares). In this regard, Diana said, “Despite the uncertain climate we are still facing, we are witnesses to an increased interest in capital market financing, including by means of IPOs. (…) Speaking strictly about the capital market, in my nearly 20 years in the profession, I have noticed a rather meandering market evolution, unfortunately not at the accelerated pace we had hoped for. However, at present, despite ongoing uncertainties, I believe we are at a turning point that could lead to a more rapid development in the medium term, not in the short term.” The full ZF article and interview is available here. *** Diana Ispas, Partner with Bondoc și Asociații, is a lawyer with over 19 years of experience focusing on capital markets, banking & finance, financial services (insurance, payment services, e-money etc.), corporate governance and M&A. She assisted in high-profile projects covering all key types of corporate finance projects (from bilateral/ syndicated lending, project financing to hybrid financing, capital market financing through corporate and municipal bonds offerings, by means of IPOs and SPOs). Diana is an active contributor to the improvement of the legislation on capital market, financial services and corporate governance and co-author of key industry good practice guidelines. Her work has been consistently recognized being top ranked in the international legal directories (e.g., Chambers & Partners, Legal 500, IFLR1000). Details about the main projects of the Bondoc și Asociații team: https://lnkd.in/dmei5Fjn #Bondoc&Asociatii #capitalmarketsfinancing #listingact #prospectus #multiplevoteshares #reits

Lucian Bondoc, Managing Partner and Monica Iancu, Partner of Bondoc si Asociații Law Firm, speakers at ZF Digital Summit 2024 – “How is the Romanian IT&C industry walking through the AI ‘storm’?” The increase in the complexity and the number of regulations in the cybersecurity, AI and data protection area is putting pressure on the private sector, enhancing the compliance and keeping-up-to-date costs. We believe that in order to understand what is happening in the IT and AI area today, we need to understand what is happening in economy at a broader level. Over 4,400 trades are included in the classification of occupations in Romania, with more than 600 NACE codes and all this diversity implies a variety of goods and services that circulate and are exchanged through several types of means of communication (road, maritime, rail, air, etc. and – now – digital), each of them with types of rules for the infrastructure itself, for users, means of transportation, interactions with other components and so on. Unlike the road, rail, air, sea, maritime, etc. infrastructure, it is, however, the first time that an attempt is being made to delegate to the private sector, to such a large extent, the cost of developing and ensuring the physical security of a type of infrastructure that provides cross-cutting economic communications in a society. Overall, these are aspects that may particularly favor the big players, who have more resources to cope with these changes, while small players are disadvantaged and run the risk to ceasing to exist, says Lucian Bondoc, Managing Partner of Bondoc și Asociații Law Firm. Digital legislation should be constantly updated to keep pace with the industry’s development rate, which boasts substantial technological advances. There are European regulations that govern the digital compliance area; due to their complexity, their effective application is delayed compared to their entry into force further to publication in the Official Journal; even after application, various stages of gradual implementation may exist. As a rule, digital legislation is trying to catch up with industry. A secondary legislation should be enacted to detail, to guide the actual application of the regulatory act. In terms of artificial intelligence, we have a regulation that will be partially applicable to certain actors / certain processes from 1 February 2025. These were some of the conclusions presented by Monica Iancu, Partner at Bondoc și Asociații at the ZF Digital 2024 conference. #Bondoc&Asociatii #ZF #AI #ZFDigital2024 #cybersecurity

Bondoc și Asociații SCA advised UniCredit SpA in connection with the acquisition of Alpha Bank România S.A. Bondoc și Asociații Law Firm assisted UniCredit SpA with the acquisition of Alpha Bank Romania in light of the subsequent merger between UniCredit Bank and Alpha Bank Romania S.A., an intricate and significant process that will change the banking landscape in Romania. UniCredit has acquired a 90.1% stake in Alpha Bank România S.A. from Alpha International Holdings S.M.S.A., a wholly owned subsidiary of Alpha Bank. The transaction price included the exchange of a 9.9% stake in the share capital of UniCredit Bank S.A. and the payment of approximately €255 million. Further to the merger envisaged to be conducted after this acquisition, UniCredit Group will become the third player in the local market, with a combined market share of approximately 12% in terms of total assets. “This transaction represents a decisive moment in the Romanian banking market. We are honored to have had the opportunity to assist UniCredit in this landmark transaction and to contribute to a major project. We thank UniCredit’s team for the trust and openness shown during this complex process that involved numerous departments of the firm” said Lucian Bondoc, Managing Partner of Bondoc și Asociații SCA. “The process required a rigorous and extensive legal analysis in order to achieve the result pursued by the parties in the shortest time possible, a close collaboration between all the teams involved, as well as a very close cooperation with UniCredit’s local legal team” said Simona Petrișor, Banking & Finance practice coordinator of Bondoc și Asociații. The legal assistance provided for this transaction included an extensive due diligence process, support in connection with the transaction documents, the procurement of corporate approvals and identification of and assistance with the necessary regulatory permits. Bondoc si Asociații team was coordinated by Lucian Bondoc, Managing Partner and Simona Petrisor, Partner, and included partners Bogdan Bunrau, Nicolae Viorel Dinu, Monica Iancu, Daniela Gladunea, Raluca Nadejde and Cosmin Stavaru and associates Matei Vîlcov, Alexandru Daniliuc, Oana Dănilă, Andra Gheorghe, Alexandru Golu, Rares Iacob, Ionut Lechea, Gabriela Pop, Andrei G. Prună, Florin S. Sandu, Alexandru Ion Tofan, Silviu Vasiliu, Mihai Vlasceanu, Alina-Georgiana Zaharia. The assistance provided to UniCredit in respect of the English law was ensured by international law firm White & Case, coordinated by partner Ashley Ballard. Bondoc și Asociații regularly assists clients in connection with a broad range of M&A and financial services projects and remains a trusted partner for the companies seeking to navigate the intricacies of transactions in highly regulated sectors in Romania. #Bondoc&Asociatii #UniCredit #financialservices #M&A #merger

REITs “made in Romania” – hopefully, the dawn of a new era 1. Overview On September 3rd, 2024 the Senate passed the Bill no. PL-x no. 433/2024[1] on real estate investment companies –“societati pentru investii imobiliare” (real estate investment trusts -“REITs”) and real estate companies – “societati cu profil imobiliar” (“RECs”) held by REITs and their respective tax regime (the “Bill”). The Bill has long been awaited both by the real estate industry and investors and, more generally, capital markets institutions, due to the potential of increasing the presence of the real estate sector (as one of the growth drivers of the Romanian economy) on the stock exchange and providing new and appealing investment vehicles for investors. REITs are regulated in most European countries as well as in the rest of the world[2]. Currently, all G7 countries and almost two-thirds of the OECD countries have established such entities, giving investors around the world access to portfolios of income-producing real estate[3]. The quintessence of REITs is that they are “pass-through entities” from a tax point of view so that taxation of incomes related to real estate assets will occur only at the level of the shareholder (investor) and no longer at a double level – company level and shareholder level. Romania is one of the few countries in Europe which has not established a specific legal framework for REITs yet. In the absence of harmonized EU legislation on REITs, previous attempts to regulate such vehicles in Romania have failed; however, this time around, the context seems to allow a more favorable outcome for proper regulation and implementation, considering also that such new legislation was included in OECD’s recommendations on the Romanian capital markets[4]. As such, the Bill is meant to fulfill this objective by regulating REITs as well as the related concept of RECs, both of which will be subject to mandatory requirements and significant (tax) benefits. #Bondoc&Asociatii #REITs #investinRomania #realestate #EUlegislation #capitalmarkets #listing

Bondoc și Asociații advises club of banks on €291 million financing of construction of 461MW VIFOR wind farm in Romania Bondoc si Asociatii SCA have advised a club of eight commercial banks and international financial institutions on all Romanian law aspects of the up-to-€291 million financing of the construction of the 461MW VIFOR wind farm in Romania, which will be one of Europe’s largest onshore wind farms. The English law counsel was global law firm White & Case LLP, whose team was led by partner Jonathan Weinberg. The transaction is the first financing for Rezolv Energy, an Actis platform. “The transaction proved to be more complex than others from various perspectives including the size of the project, its specificities, as well as the broad range of lenders involved, in addition to the tight timeline of the financing and we are happy that we could assist our clients reaching this milestone” said Simona Petrisor, head of Banking & Finance team of Bondoc și Asociații. The Bondoc team was led by partner Simona Petrisor and included partners Monica Iancu, Diana E. Ispas and Cosmin Stavaru and lawyers Florin Sandu, Silviu Vasiliu, Oana Dănilă, Yasmina Pascale, Ionel Macovei, Matei Vîlcov, Raluca Catargiu, Andrei G. Prună, Vasile Soltan and Rares Iacob. The Banking & Finance team of Bondoc și Asociații is regularly assisting clients with a broad range of corporate finance work. Some of the high-profile banking & finance mandates of the team include (i) assistance to RetuRO Sistem Garanție Returnare, the sole administrator of the Romanian deposit-return system (DRS), in connection with the accessing of a RON 426 million (approx. EUR 85.7 million) green financing to support investments in the technical infrastructure necessary for the implementation of the DRS; (ii) assistance to a bank syndicate in connection with the EUR 425,000,000 term and revolving facilities agreement subsequently increased entered into between, inter alios, All4Labels Management GmbH; (iii) assistance to a banking syndicate in connection with a EUR 185 million reserve-based financing of an offshore gas drilling and gas treatment facility in Romania (a precedent setting transaction – the first offshore reserve-based financing transaction on the Romanian market); (iv) assistance to a group of companies acting in the electricity sector in connection with the project financing by a Romanian credit institution of the development of a wind farm of 38 MW and (v) assistance to a German-based bank on the Romanian aspects of a EUR 125 million financing granted to a Luxembourg-based company active in the food industry with Romanian subsidiaries. #Bondoc&Asociatii #greenfinancing #windfarm #banking #corporatefinance