Mocanu Associates Lawyers

Corporate, Mergers, Acquisitions and Privatisations

The legal services pertaining to Corporate, Mergers, Acquisitions and Privatisation projects are one of our traditional and most praised areas of practice. Mocanu si Asociatii provides legal advice on a whole array of corporate matters, from the mere incorporation of a legal entity in Romania to complex takeovers and investments.

After more than 15 years of activity, our experience in Mergers & Acquisitions projects is solid and substantial, enabling us to provide expert legal advice throughout the whole transaction process, from planning to execution and completion, as well as on post-transaction matters. We leverage this expertise in providing independent, objective and focused advice and analysis, aimed at assisting timely decision making in mergers, acquisitions, divestitures and joint-ventures.

Our Privatisation practice includes a team of experienced lawyers that provided legal advice in most of the major national privatisation processes. We acted for privatisation authorities in relation to preparing the privatisation strategy and documents, selecting the strategic investor/buyer, closing the transaction, post-privatisation observation. We have also provided legal support to private international or domestic investors during pre- and post-privatisation matters.�Our expertise covers the following:

? Legal assistance, advice and representation in the reorganization and/or restructuring process of state-owned and/or private companies, including, without limitation to:

� Legal analyses of the legal, property-related, economic and financial, social and environmental situation of the companies; performing due diligence reports

� Legal forecasts regarding the organization and development of the companies� activity (irrespective of the share capital structure); performing SWOT analyses and reports

� Preparation/implementation of restructuring/reorganization programs; share/asset sale; share/asset giving in payment; layoffs

� Legal assistance and representation throughout the entire transaction process in mergers, de-mergers and spin-offs, including the preparation of all relevant documentation thereof (e.g. any corporate deeds; the legal component of the merger/de-merger/spin-off projects; the notification of the economic concentration to the Competition Council, where applicable) and representation before the courts of law in Romania and other relevant public authorities and stakeholders (e.g. shareholders, creditors, Trade Register, Competition Council, regulatory authorities, trade unions, contractual partners)

� Legal assistance in drafting and negotiating documents required to attract private investments in the public sector (e.g. establishment of IPP joint ventures; concessions, public-private partnership)

? Legal assistance and representation in privatizations procedures, including, without limitation to:

� Due-diligence investigations

� Transaction structuring; ascertaining the funding mechanisms and assessing the validity of the financial guarantees offered

� Preparation of the documents required to participate in acquisition/privatization procedures

� Assistance/representation in the bidding/negotiation sessions organized for the sale of public or private shares and/or assets

� Participation in the negotiation of the transaction documents (share sale agreements; contracts for attracting investments, guarantee agreements, other relevant documents)

� Preparation of the notification to the Competition Council of the economic concentration deriving from the acquisition/privatization procedures

� Client representation in disputes deriving from or related to the acquisition/privatization procedures

? Legal assistance, advice and representation in connection with the company�s day-to-day activities, as well as in connection with the post-transaction period (after completion of operations such as privatisation/merger/de-merger/spin-off).

Intellectual Property & Media

Business reputation, brand identity, and good name in the marketplace constitute a crucial competitive distinction in the eyes of the customers. Mocanu si Asociatii team sides with each of its clients for protecting such irreplaceable assets and provide business-savvy approach on any matter related thereto. This includes review of proposed viral campaigns on social media websites, to assistance on regulatory matters and critical advice for mitigating hefty disputes. The firm regularly handles cases and provides legal opinions on cases related to broadcasting, publishing, music, film, television, digital media, advertising or marketing.�Our expertise covers the following:

? Legal advice and assistance regarding enforcement, licensing/sub-licensing agreements, use and transfer or title, and representation before the courts of law in Romania in connection with wide spectrum of copyrights, trademarks and designs, such as literary works; software; authors, composers, interpreters, producers; trademarks and geographical indications; designs; inventions; topographies of integrated circuits; know how

? Legal advice and assistance on regulatory and compliance matters in the media field, as well as legal advice in drafting and negotiating production and licensing agreements, legal advice and representation in media related disputes and litigations, including in defamation and reputation management matters.

Labor & Employment

Our Labor & Employment practice spans from assisting clients with respect to the negotiation of individual employment agreements and collective bargaining agreements to the entire spectrum of legal matters pertaining to employer-employee relationship, including employees secondment or transfer, individual dismissal and collective lay-offs, disputes resolution and personal injury.

Our expertise covers the following:

? Assisting our regarding clients on various labor and employment matters:
� Drafting labor agreements and assistance in the negotiation thereof
� Preparation and negotiation of collective labor agreements
� Preparation of regulations and internal rules
� Specialized advice and assistance in the individual or collective dismissal procedures
� Assistance in the conducting labor procedures (disciplinary procedures, professional inadequacy procedures, other various procedures and policies in relation to the employees)

? Legal advice and assistance in drafting and implementing restructuring programs accompanied by dismissals

? Client representation before labor and social protection authorities and before the regulatory authorities.

Real Estate and Infrastructure

Mocanu si Asociatii team has been at the forefront of advising on Real Estate & Infrastructure matters, including complex FIDIC based construction and engineering projects. We have developed our expertise in this area through consistent transactions and greenfield or brownfield projects structuring and performance. Our lawyers provide constant legal support to government or corporate clients (including construction companies) during acquisition, financing, development and management of Real Estate & Infrastructure projects.�Our expertise covers the following:

? Legal assistance regarding the preparation and negotiation of pre-agreements, sale-purchase agreements, lease agreements, mortgage and leasing agreements

? Checking the technical, fiscal and legal status of real estate with competent public authorities

? Drafting and negotiating contractor agreements having as object the construction of malls and/or shopping centers

? Negotiation of contracts having as object the financing by banks of the construction of malls and/or shopping centers

? Negotiation and drafting contracts having as object the development of multifunctional residential complexes

? Drafting and negotiation of general terms of leasing agreements (leasing pre-agreements - head of terms and actual leasing agreements) having as object the spaces within the premises of mall and/or shopping centers

? Drafting and negotiation of management contracts entered into between the company appointed for administration of the mall and/or the shopping center and the tenants which own spaces within the premises of the mall and/or shopping center

? Drafting and negotiation of the operation guide of malls and/or shopping centers

? Legal assistance and advice regarding the performance of works contracts and implementation of projects falling within the scope of such contracts, based on two of the most important and used contractual mechanisms:

� FIDIC Contracts (Conditions of Contract for Plant and Design-Build; Conditions of Contract for Construction; Conditions of Contract for EPC/Turnkey Projects � EPC: Engineering, Procurement and Construction) developed after application of procurement procedures specific to the European Union (PRAG)

� Works contracts based on the general applicable law or on the public procurement laws ? Legal assistance and advice regarding the performance of concession contracts based on the public assets concession laws

? Legal assistance and advice on drafting, negotiating and concluding of works contracts (partnership agreements; joint venture agreements; subcontract agreements; supply agreements; technical assistance agreements; sale-purchase agreements)

? Assistance and representation of clients in public procurement procedures (including public procurement organized based on procedures of international bodies), concessions, public-private partnerships, etc.