TUCA ZBARCEA & ASOCIATII

Address: Bucharest, 4-8 Soseaua Nicolae Titulescu, America House, West Wing, 8th Floor, Sector 1, 011141
Tel: 00 40 21 204 88 90
Fax: 00 40 21 204 88 99
E-mail: [email protected]
Web: www.tuca.ro
Most senior representative: Florentin Tuca, Managing Partner; Gabriel Zbarcea, Managing Partner
No. of local partners: 27
No. of lawyers: 110
Offices in Romania: Bucharest, Cluj-Napoca
Representative clients include: Vodafone Romania, Carrefour, Erste Bank Group/Banca Comerciala Romana (BCR), CEZ, Coca-Cola Romania, McDonald’s, Morgan Stanley Real Estate Investment Management, China General Nuclear Power Corporation, Bursa de Valori Bucuresti (BVB), Astaldi SpA.

Partners and heads of practice

DR. FLORENTIN TUCA, Managing Partner

Practice Area:PPP, PFI and Concessions, Litigation and Arbitration, Corporate and Commercial, Mergers, Acquisitions and Privatisation, Banking and Finance

Florentin is experienced in corporate law, banking law, as well as project finance, concessions and other forms of PPP projects, notably in the fields of infrastructure and energy. He has also conducted, as co-ordinator, numerous privatisations, joint-ventures, mergers and acquisitions in various industries. In addition, he has handled domestic and international arbitration, particularly in relation to privatisation and cross-border disputes. 

 

GABRIEL ZBARCEA, Managing Partner

Practice Area:Mergers, Acquisitions and Privatisation, Energy and Natural Resources, Real Estate, Corporate and Commercial

Gabriel’s main areas of expertise are in mergers, acquisitions and privatisation, real estate, corporate and commercial law, energy and natural resources. He has assisted Romanian and foreign companies in international joint ventures and corporate restructuring. He has also acted as a co-ordinator in mergers, acquisitions and privatisation deals taking place in Romania.

STEFAN DAMIAN, Deputy Managing Partner

Practice Area:Mergers, Acquisitions and Privatisation, Capital Markets and Securities, Banking and Finance, Competition

Stefan covers complex corporate reorganisations, public and private M&A, as well as post-privatisation issues and joint-ventures. He has acted on key-landmark projects in the banking/insurance, steel, oil, mining, telecom, pharma industries. His transactional experience includes advising international clients on complex transactions (domestic and cross-border) or large-scale investments in various industries (steel, mining, oil, pharma, banking etc).

CORNEL POPA, Partner

Practice Area:Mergers, Acquisitions and Privatisation, Litigation and Arbitration, Corporate and Commercial, Energy and Natural Resources

Cornel combines top technical skills with commercial acumen to deal with complex and diverse matters. His multi-disciplinary approach covers large domestic and international joint-ventures, mergers, acquisitions and privatisation projects, and dispute resolution, conducting domestic arbitration cases, as well as international arbitration under the rules of ICC, ICSID, UNCITRAL, GAFTA.

SORIN VLADESCU, Partner

Practice Area: Energy and Natural Resources, Electronic Communications and IT, Media and Advertising

Sorin has large expertise across energy and natural resources, including nuclear, electricity, renewable energy, and gas, advising on both specific industry-related matters, as well as regulatory/compliance, M&A etc. He has also been involved in amending the legal framework for establishing the promotion system for producing energy from renewable energy sources.

RAZVAN GHEORGHIU-TESTA, Partner

Practice Area:Real Estate, Corporate and Commercial, Mergers, Acquisitions and Privatisation, Taxation

Razvan specialises in corporate/M&A, real estate, taxation. He co-heads the firm’s real estate practice group, as well as the firm’s specialised tax division, Tuca Zbarcea & Asociatii Tax SRL. He was also directly involved in a number of important Greenfield investments in sectors such as retail, consumer goods, steel, energy, telecommunications, oil and gas, pharma, as well as large-scale infrastructure projects with a real estate component.

CIPRIAN DRAGOMIR, Partner

Practice Area: Mergers, Acquisitions and Privatisation, Environmental Law and Permitting, Intellectual Property, Healthcare and Pharmaceutical Law, Data Protection

Ciprian has a solid background in M&A/privatisation, as well as environmental law. He is also a certified intellectual property counsellor for trademarks, co-ordinating the firm's IP practice group and a certified insolvency practitioner. Other areas of practice cover healthcare and pharmaceutical law, and personal data protection.

ROBERT ROSU, Partner

Practice Area: Litigation and Arbitration

As a litigator and one of the firm’s co-ordinators of the litigation and domestic arbitration practice group, Robert has briefed and argued in front of domestic and international courts for Romania's government and foreign investors. His practice covers commercial litigation, administrative, competition, employment, IP, taxation, enforcement procedures and criminal litigation.

Ioana Hrisafi-Josan, Partner

Practice Area: Litigation and Arbitration

Ioana is a pleading lawyer before domestic and international courts, covering commercial cases, including complex insolvency proceedings, competition law-related litigations, labour disputes, contentious and administrative disputes, tax disputes and real estate litigation. 

 

LEVANA ZIGMUND, Partner

Practice Area: Litigation and Arbitration, Corporate and Commercial, Mergers, Acquisitions and Privatisation

Levana deals with arbitration proceedings under leading institution rules, including UNCITRAL, ICC, ICSID. She has also acted in complex commercial, real estate, fiscal and administrative disputes. Levana regularly assists public and private companies in joint-ventures, corporate governance matters, corporate/commercial transactions, business transfer projects, cross-border investments and has extensive experience in regulatory matters. 

 

RALUCA VASILACHE, Partner

Practice Area:Competition, Intellectual Property

Raluca co-ordinates the firm’s competition/antitrust area of practice. She advises on investigations with the Romanian Competition Council, dawn raids, State aid matters, as well as on litigation involving competition law issues. She has undertaken procedures of reviewing M&A and reorganisation projects under antitrust and competition law. Raluca is also experienced in intellectual property matters.

OANA URECHE, Partner

Practice Area:Real Estate, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Oana focuses on real estate and M&A with a strength in corporate acquisition and sale transactions, related financing issues and preparation of complex sale-purchase operations, having advised sellers and buyers in sophisticated transactions. She has been involved in major retail, residential and office developments, infrastructure and Greenfield developments.

 

DAN BORBELY, Partner

Practice Area:Real Estate, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Across residential, office and retail projects, Dan has handled legal and regulatory issues in purchase and sale, property finance, leasing and concession, property insurance, public/private construction, public works, property development and investment, mortgages and other collaterals, as well as recovery and security enforcement, joint ventures and leasing properties.

SERBAN PASLARU, Partner

Practice Area:PPP, PFI and Concessions, Employment

Serban specialises in public procurement, concessions and other forms of PPP, especially in infrastructure (toll roads, rail, ports) and public utilities. He also co-ordinates the firm’s employment law practice group, advising on the full range of labour-related matters, including termination of employment and lay-offs, restructuring programs, collective bargaining agreements, etc.

MIHAI DUDOIU, Partner

Practice Area: Banking and Finance

Mihai heads the firm’s banking and finance practice group. He acts for local and international credit institutions financing projects in Romania, with a particular focus on renewable energy and natural resources. He also specialises in advising on restructuring of non-performing loans, trading of distressed assets and other pre-insolvency matters.

IONUT SERBAN, Partner

Practice Area: Litigation and Arbitration

As a pleading lawyer, Ionutţ has appeared before Romanian courts at all levels, domestic and international courts of arbitration in complex civil law, corporate and commercial, contentious-administrative, labour and fiscal disputes, complex bankruptcy and reorganisation proceedings, forced execution and debt recovery measures, as well as criminal law cases.

CHRISTINA VLADESCU, Partner

Practice Area: Litigation and Arbitration

Christina has built up a recognised business litigation practice combining a thorough understanding of the local judicial system with advocacy skills as a trusted legal adviser and pleading lawyer. She has argued and briefed complex civil and commercial cases, in matters concerning ownership, civil and commercial agreements, enforcement procedures, contractual and tort liability cases, corporate law disputes, unfair competition and insolvency matters.

IOANA GELEPU, Partner

Practice Area: Litigation and Arbitration

Ioana has successfully handled a large array of litigation cases involving areas such as civil, commercial (including challenges and claims against privatisation procedures), administrative (including tax and customs litigation), and labour law (including cases seeking to overturn decisions for disciplinary sanctions, payment of salary rights and collective bargaining agreements concluded at company level).

SILVANA IVAN, Partner

Practice Area: Capital Markets and Securities, Corporate and Commercial, Mergers, Acquisitions and Privatisation

Silvana works as part of the firm’s capital markets, as well as corporate/commercial, M&A/privatisation practice groups. Her clients include renowned multi-national companies, listed companies, investment firms, investment management companies and other top players on the market, including the main capital market authorities. She holds a L.L.M. in International Business Law.

IRINA MOINESCU, Partner

Practice Area: Energy and Natural Resources, Corporate and Commercial, Mergers, Acquisitions and Privatisation

Irina specialises in energy law, with a focus on the electricity sector. She is experienced in dealing with privatisation projects in the electricity and gas sectors, regulatory matters, M&A and corporate issues. She also has technical knowledge and sector-specific experience in nuclear energy, advising on Romania’s largest investment in the field.

CATALIN BAICULESCU, Partner

Practice Area: Corporate and Commercial, Mergers, Acquisitions and Privatisation, Banking and Finance, Electronic Communications and IT, Media and Advertising

Catalin has advised on many high-profile M&As and Romanian (post-) privatisations. He also specialises in banking and finance, where he has covered the full spectrum of banking regulatory legal issues and compliance, syndicated loans, project finance transactions, bank restructuring and privatisation. Furthermore, he is a skilled and resourceful lawyer in electronic communications/IT, as well as media and advertising.

 

CRISTIAN RADU, Partner

Practice Area:Corporate and Commercial Mergers, Acquisitions and Privatisation, Energy and Natural Resources

His practice centres on mergers and acquisitions and general corporate and commercial law, and he is also a gaming law specialist, a niche area of practice in Romania. Cristian has experience in a variety of industries, including oil and gas, agribusiness, FMCG and the financial sector, and has acted for some of the flagship companies in these fields.

 

VLAD CERCEL, Partner

Practice Area: PPP, PFI and Concessions, Electronic Communications and IT, Corporate and Commercial

Vlad has a wealth of practical experience in advising on the application and implementation of the various stages of procedures for awarding PPP and concession contracts. In addition, he has amassed considerable industry knowledge and expertise in advising on regulatory matters affecting the electronic communications and IT field, being one of the main co-ordinators of the firm’s projects in this area.

DRAGOS APOSTOL, Partner

Practice Area: Mergers, Acquisitions and Privatisation, Corporate and Commercial, Real Estate

Dragos specialises in mergers, acquisitions and privatisation, as well as corporate and commercial law. He has advised on numerous joint ventures, assets and share sales and purchases, mergers, acquisitions, business transfers and reorganisations, as well as privatisation and concession projects. He also covers real estate development, investment, sale and purchase, real estate planning, commercial leasing and property management issues etc.

Gabriela Anton, Partner

Practice Area:Banking and Finance, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Gabriela has advised credit institutions, investment funds, and other international financial institutions, as well as borrowers, on a wide range of transactions, such as project finance and corporate finance in various industries. She has also been involved in mergers and acquisitions, privatisations, restructuring projects and the transfer of banking assets, including non-performing loan portfolios. She recently advised on the largest acquisition of a portfolio of secured non-performing corporate loans in the CEE region.

Anca Puscasu, Partner

Practice Area: Litigation and Arbitration, Mergers, Acquisitions and Privatisation, Corporate and Commercial

Anca represents clients in arbitrations before important arbitral forums including ICSID, ICC, GAFTA and VIAC. She has experience managing claims arising out of privatizations, sale and purchase agreements, natural resource concessions, contracts with States and state-entities. Her practice also covers advising on various M&A projects, as well as on corporate and commercial law for clients active in mining, oil & gas, electric power, railroads, banking, financial services, retail, real estate and manufacturing industries.

Horia Ispas, Partner

Practice Area: Mergers, Acquisitions and Privatisation, Corporate and Commercial

He has advised on private mergers and acquisitions, as well as privatisation projects involving major state-owned companies. He has structured and negotiated complex transaction documentation, such as shares sale and purchase agreements, business transfer agreements, joint-venture contracts, as well as side commercial agreements etc. He coordinated numerous M&A and corporate restructuring projects in the banking, oil and gas, mining fields, as well acquisition deals in the dynamic private pensions industry.

 

Alexandru Cristea, Partner

Practice Area: Tax

Alexandru is a Partner with Tuca Zbarcea & Asociatii Tax S.R.L., an affiliate of Tuca Zbarcea & Asociatii law firm. His experience focuses primarily on indirect taxation, having broad knowledge in tax planning and international efficiency structures, as well as in VAT and excise duty audits. His clients come from a variety of industries, mainly Energy, Finance and FMCG.

List of the most representative projects

Corporate and M&A

 

Advising Sanofi on the divestment of its European generics business further to a 1.9 billion cross-border transaction. The team advised on the Romanian law aspects arising from an intra-group restructuring in view of separating the generics business carried out by Sanofi from Sanofi’s other businesses and the subsequent sale of such generics business, i.e. Zentiva, to Advent International.

Advising Global Technical Group on a transaction by which the group of companies founded by Fadi Rida and Mihai Stanescu have successfully attracted Abris Capital Partners, a private equity fund manager.

Legal assistance to the founders of Optiplaza, the second-largest player in the Romanian optical retail market, in selling the company to Innova Capital.

Assistance to Zeitfracht Group in the acquisition of a minority participation of Blue Air Aviation SA, a Romanian based low-cost airline, the biggest Romanian air carrier.

Assisting Ringier Sportal in the acquisition of Gazeta Sporturilor, Romania’s landmark sports newspaper and related website, www.gsp.ro.

Advising PCM RAIL.ONE on selling a majority stake in Travertec Buzau to the Austrian Group Voestalpine.

Advising Interbrands Marketing & Distribution, one of the largest Romanian companies in the distribution and marketing of fast-moving consumer goods on a complex cross-border deal whereby the company is acquired by Orbico Group.

 

Specialist lawyers:Sorin Vladescu, Silvana Ivan, Cristian Radu, Dragos Apostol, Gabriela Anton, Cornel Popa.



Banking

 

Assisting Banca Comerciala Romana SA as mandated lead arranger and a club of three other banks, BRD Groupe Societe Generale, Raiffeisen Bank and Banca Transilvania, in relation to the €66 million credit facilities, as well as in relation to the extension of existing facilities up to €90 million. 

Advising The International Finance Corporation, APS Holding SE, Apollo LP on the acquisition of a NPL portfolio with a face value of €180 million located in Bosnia and Herzegovina.

Advising Banca Comerciala Romana SA on the reviewing and updating the retail standard documentation.

Romanian legal assistance to Astaldi SpA in relation to the issuance of the notes denominated “Euro 75.000.000.00 Super-senior Secured PIYC Floating Rate Notes due 12 February 2022”.

Assistance to Sanofi in respect of the capital market elements of the sale of local GX business of Sanofi/Zentiva to Advent International further to a cross-border deal amounting to €1.9 billion.

Assisting the Bucharest Stock Exchange in the process of incorporating the first Romanian Central Counterparty.

 

Specialist lawyers:Mihai Dudoiu, Gabriela Anton, Silvana Ivan.



Energy and Natural Resources

 

Advising China General Nuclear Power Corporation on a large-scale investment estimated at 7.2 billion for the development of Units 3 and 4 at the Cernavoda Nuclear Power Plant in Romania.

Legal assistance for NIS Petrol, the local indirect subsidiary of Gazprom, in the process of acquiring land plots suitable for the development of petrol stations.

Legal assistance to Eurotransgaz SRL, Transgaz’ subsidiary in Moldova, concerning the award of works contracts for the execution of the Pipeline interconnecting Romania’s Gas Transmission System with Moldova’s Gas Transmission System, Phase II, for the Iasi-Ungheni-Chisinau Direction.

Assisting CEZ in relation to its ongoing operations on the Romanian energy market, including advice on energy, regulatory/compliance, corporate, M&A and post-privatisation, PPP and procurement, as well as dispute resolution matters pertaining to client’s operations on the local market.

Legal advice to CEZ AS in connection with the acquisition of High Tech Clima SRL and its branch, High-Tech Clima DOO Serbia. The services included assistance in concluding and negotiating the transaction documents, as well as in the notification to the competition authorities.

 

Specialist lawyers:Sorin Vladescu, Irina Moinescu, Cristian Radu.



Competition

Assistance to Vodafone Romania on various competition/antitrust issues arising from its activities on the Romanian telecom market, including further to the acquisition of UPC Romania.

Legal assistance to Coca-Cola HBC Romania on day-to-day competition matters.

Assisting a travel agency during the final stage of an investigation initiated by the Romanian Competition Council on travel agencies market.

Legal assistance to an insurance company in the investigation opened by the Romanian Competition Council in 2015 on the potential exchange of sensitive information through the industry association.

Legal assistance to a pharmaceutical company on various competition related issues arising from its operations on the local pharma market.

 

Specialist lawyer:Raluca Vasilache.



Real Estate

Advising Morgan Stanley, MSREF Real Estate Advisor Inc., in connection with the acquisition of America House Office Building, a landmark office building located in Bucharest CBD, and Promenada Shopping Mall Targu Mures from AEW.

Advising Carrefour on all aspects related to the expansion of the hypermarket and supermarket network, including performance of legal due diligence reviews in connection with the ownership right over the projects site, as well as assistance and representation during the negotiation of the relevant transaction documents.

Advising Premier Restaurants Romania, McDonald’s, on all legal issues related to the global expansion plans in Romania.

Advising a real estate developer in connection with the acquisition of four large plots of land in Bucharest for the development of residential projects.

Advising Al Dahra on its expansion on the local market further to the acquisition of Agricost SA Braila.

 

Specialist lawyers:Razvan Gheorghiu-Testa, Dan Borbely.



Litigation and Dispute Resolution

 

Legal assistance and representation services to Gabriel Resources Ltd. in relation to an ICSID arbitration, seated in Washington, initiated by the clients against the Romanian State on the basis of the Agreement between the Government of Canada and the Government of Romania for the Promotion and Reciprocal Protection of Investments, Canada BIT, and the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of Romania for the Promotion and Reciprocal Protection of Investments, UK BIT.

Legal assistance to a construction company in the disputes concerning the implementation of the contract having as scope the execution of infrastructure works, public transportation, in Bucharest. 

Successful legal assistance and representation services provided to the Romanian Football Federation before the courts of law in complex civil disputes, concerning damage claims of over 250 million for the 2011 exclusion of a renowned Premier Division club - Fotbal Club U Craiova SA.

Legal assistance and representation services to a local bank in more than 500 pending cases, concerning the statements of claim filed either by the bank’s clients - the consumers, or the National Authority for Consumers’ Protection.

Legal assistance and representation of Vodafone Romania in an important litigation with the National Authority for Consumer Protection - ANPC.

Assistance and legal representation to one of the leading companies on the sanitation market in various disputes before the courts of law.

Legal assistance and representation services to an IT&C company in two arbitration proceedings worth several millions of Euros.

Legal assistance and representation to a railway company in a multi-million Euros litigation regarding the annulment of a fiscal-administrative decision. 

 

Specialist lawyers:Levana Zigmund, Anca Puscasu, Robert Rosu, Ionut Serban, Dan Cristea, Ioana Hrisafi-Josan, Christina Vladescu, Ioana Gelepu, Cornel Popa.



Tax

Providing assistance to a major beverage distributor regarding the full design and implementation of a new business model involving the distribution of alcoholic drinks.

Assistance and representation to one of the most important names on the pharmaceutical market in Central and Eastern Europe in a highly complex tax inspection and subsequent litigation.

Assistance to a large gambling operator in relation to the existing contractual agreements and drafting a complex memorandum related to the VAT implications derived from the gambling/betting activities performed by the client under partnerships with third parties.

Providing tax and legal assistance to multinational companies in relation to their global employee share plans impacting on their local operations in Romania.

Providing tax advisory services to a multinational corporation active in the automotive sector regarding the setting-up of a service center in Romania.

 

Specialist lawyer:Alexandru Cristea.



PPP Public Procurement

 

Legal assistance to Eurotransgaz SRL, Transgaz’ subsidiary in Moldova, concerning the award of works contracts for the execution of the Pipeline interconnecting Romania’s Gas Transmission System with Moldova’s Gas Transmission System, Phase II, for the Iasi-Ungheni-Chisinau Direction.

Legal assistance to a Chinese company in connection with the award procedure carried out for Modernisation port infrastructure by increasing the depths of fairways and docks and enhancing the safety of navigation in the Port of Constanta.

Legal assistance to Telekom Romania, Telekom Romania Mobile in connection with a 84 million concession contract for the construction and operation of the backhaul elements of an electronic communications network in Romania.

Assistance to a multinational company, on the public procurement law matters regarding works execution of a public acquisition contract in the railway sector, amounting to several hundreds of millions of Euro.

Advising China General Nuclear Power Corporation on a large-scale investment estimated at 7.2 billion for the development of Units 3 and 4 at the Cernavoda Nuclear Power Plant.

 

Specialist lawyers:Serban Paslaru, Vlad Cercel.



White Collar Crime

Legal assistance and representation services provided to a major leasing company, in a complex criminal case regarding offences of setting up an organised crime group, fraud and use of forged documents.

Legal assistance and representation services to a company active in the FMCG in relation to a criminal case regarding the offence of tax evasion and money laundering.

Legal assistance to the Romanian Football Federation in various criminal law cases.

Advising various national and international banking/insurance institutions, as well as multi-national companies in relation to criminal law offences.

Legal assistance and representation of a shipping company in a criminal case concerning an embezzlement offence.

 

Specialist lawyers:Robert Rosu, Ioana Hrisafi-Josan, Ionut Serban.



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