BUSINESS LAW

PSA practice with corporate clients covers granting legal assistance and permanent advice regarding incorporation and day-by-day operation of companies in Romania, as well as any subsidiaries, branches and representative offices of foreign investors – from oil research and production companies to trade corporations.

Contracts, M&A, Corporate

LABOUR LAW

Considering the continuously changing Romanian legislation in this extremely sensitive field, as well as the effects of the economic crisis leading to significant downsizing of companies, counselling in labour law matters represents one of the most required services by our Clients, both employers and Unions/employees and their representatives.

Insolvency & Bankruptcy 

Forced Execution Proceedings 

BAD DEBT RECOVERY

Employment Issues. Unions

FINANCE. LEASING

The PSA portfolio includes major leasing companies on Romanian relevant market, our assistance covering any legal issue raised by such activity, from advising on the contractual frame, securing client’s credits, to early termination of leasing agreements for lessees’ breach, and recovery of any bad debts thereby incurred. To such purpose, PSA assists and represents clients’ interests through all required proceedings, from pre-litigation notice and negotiation to Court trials, arbitration, forced execution, and bankruptcy/liquidation proceedings initiated against bad debtors, up to deletion of the debtor from the Trade Registry for VAT write-off purposes. 

Related to the corporate clients’ business operation, one of the PSA main areas of expertise is connected to recovery of bad debts, including but not limited to negotiation and direct conciliation proceedings, legal representation in Court litigation or arbitration, forced execution of debtor’s patrimony, filing for reorganization or bankruptcy proceedings and representing clients’ best interest throughout such proceedings. It is a PSA common practice and main preoccupation to secure any bad debts as early as possible in order to keeping client safe from debtor’s insolvency or business misconduct. 

AREAS OF PRACTICE

The firm’s lawyers are skilled in drafting a wide range of commercial contracts at high international standards, and fully compliant with local legal provisions. Within the establishment and development of clients’ business operations in Romania, PSA advised on numerous issues, including but not limited to: mergers and acquisitions, director’s liability towards the company and third parties, joint-venture agreements, profit participation arrangements, consumer protection, contractual disputes, partnership and shareholding litigation, etc. Acting as permanent legal advisers of both Romanian and international companies, PSA advised, participated and represented clients in all types of negotiations, tender proceedings, General Meetings of the Shareholders, Meetings of the Board, proceedings with the Trade Registry and other authorities, and conducted due diligence investigations on companies and movable or immovable assets.

PSA has a consistent area of expertise in M&A projects. Such area of expertise is covering consultancy, assistance, and representation rendered in relation to privatization projects, mergers and acquisitions, associations for public tenders, acquisition of units, verification of company’s legal status for determining former management performance, verification of compliance by target company with its privatization contract obligations and liabilities.

The firm’s lawyers are skilled in drafting a wide range of commercial contracts at high international standards, and fully compliant with local legal provisions. Within the establishment and development of clients’ business operations in Romania, PSA advised on numerous issues, including but not limited to: mergers and acquisitions, director’s liability towards the company and third parties, joint-venture agreements, profit participation arrangements, consumer protection, contractual disputes, partnership and shareholding litigation, etc. Acting as permanent legal advisers of both Romanian and international companies, PSA advised, participated and represented clients in all types of negotiations, tender proceedings, General Meetings of the Shareholders, Meetings of the Board, proceedings with the Trade Registry and other authorities, and conducted due diligence investigations on companies and movable or immovable assets.

PSA has a consistent area of expertise in M&A projects. Such area of expertise is covering consultancy, assistance, and representation rendered in relation to privatization projects, mergers and acquisitions, associations for public tenders, acquisition of units, verification of company’s legal status for determining former management performance, verification of compliance by target company with its privatization contract obligations and liabilities.

With a view to such purpose, PSA developed a high level of expertise in obtaining conventional guarantees, such as mortgage agreements, pledges over assets or stock/shares, banking instruments, etc., as well as compulsory guarantees, constituted during trial by means of obtaining judicial seizure on debtor’s bank accounts or assets, stock or shares, etc. In performing such operations, as most of the cases involve considerable volume of information and documentation, which have to be swiftly handled and analyzed, PSA answers promptly to any raised questions and assures elaboration and filing of requisite action and documents with utmost celerity. This regime of urgency in analyzing, preparing and filing action is applied by the firm to any proceedings of bad debts recovery.

Members of the PSA team were authorized as judicial administrators/liquidators. The PSA judicial administrators, having national competence for running legal activities of reorganization and/or bankruptcy of companies under insolvency, represented the interests of the PSA clientele in such judicial proceedings, achieving recognized and significant results with respect to the satisfaction of the clients’ receivables. 

We handle the full range of employment and labour law matters for our clients, ranging from negotiating collective labour agreements, assisting clients in collective negotiation meetings, coordinating conflicts related to collective negotiation by conciliation, interpretation and implementation of collective labour agreements, assuring the relation with Unions and employees’ representatives.

 

We assure assistance in all stages related to negotiation, conclusion, execution, modification or termination of individual labour agreements, as well as in finding alternative collaboration solutions between companies and top management (civil/commercial conventions, micro-companies), assistance on expatriates’ employment regulations and requirements, including staying/working permits and visas, completion of formalities necessary for expatriates to work in Romania.

 

We grant assistance to our clients upon termination of labour agreements, by negotiation of exit packages and drafting relevant documentation, advising on performance of all legal stages of lay-off procedures, assistance and representation in negotiations between management and Unions on lay-off conditions, performing compatibility analysis of company lay-off procedure as compared to procedures required by legislation and collective bargaining agreements.

 

We assure assistance and representation in pre-litigation negotiation and litigation in connection with grievances under the collective bargaining agreements and individual employment agreements, termination of employment, lay-offs, repositioning in the company, discrimination, protection of intellectual property rights for work created by employees.

COMPETITION

The PSA area of expertise covers assistance, advice and Court representation to major corporate clients regarding anti-competition practices, negotiations and inquiries with the Competition Counsel, assuring clients’ full compliance with legal provisions regarding economic concentrations and monopoly activities, as the integration of Romania in the European Union led to increased efforts of harmonization of the Romanian legislation with the European competition rules.

Our advice and support in competition issues covers:

Trusts. Market Dominant Position.

State Aids. Leniency Policies

  • merger clearance/notification on economic concentrations, including advice on the necessity to initiating such proceedings

  • leniency policies

  • vertical or horizontal arrangements

  • abuse of dominant position

  • state aids

  • distribution networks/agreements

  • unfair competition

  • inquiries with the Competition Counsel

  • investigations  

  • ‘dawn raids’

  • litigation

  • challenges against decisions of the Competition Council

  • claims for suspension on payment of potential applied fines

FINANCE. LEASING

The PSA portfolio includes major leasing companies on Romanian relevant market, our assistance covering any legal issue raised by such activity, from advising on the contractual frame, securing client’s credits, to early termination of leasing agreements for lessees’ breach, and recovery of any bad debts thereby incurred. To such purpose, PSA assists and represents clients’ interests through all required proceedings, from pre-litigation notice and negotiation to Court trials, arbitration, forced execution, and bankruptcy/liquidation proceedings initiated against bad debtors, up to deletion of the debtor from the Trade Registry for VAT write-off purposes. 

SPECIAL FORCED 

EXECUTION

The PSA lawyers were expressly and especially authorized by the Romanian Ministry of Justice to realize for Financial Non-Banking Institutions (“IFN”) any and all acts of forced execution permitted under Romanian legislation, and to accomplish assurance measures over debtors’ patrimony. The obtained authorizations entitled us to carry out any such actions all over Romanian territory. This forced execution system involved several significant benefits for the client comparing with regular forced execution proceedings performed by public forced executor punctually contracted. Such benefits consisted essentially in rendering bad debt recovery proceedings significantly more cost-effective, efficient and urgent.

Integrated Services of Forced Execution for Financial Institutions

As long as the Romanian legislative frame allowed, PSA members held for several years the position of IFN executors. At present, under the recent modification of the applicable legislation (Law no. 287/16.12.2011), particular members of the PSA team may further provide such kind of services from the position of judicial executor, under the conditions of a special arrangement with client (certainly with the observance of all legal conditions, including conflict of interests). 

PUBLIC PROCUREMENT

Since the enactment of the new public procurement legislation in 2006 which to great extent implemented EU Directives 17 and 18/2004 into the local legislation, we assisted and represented various private sector investors and public institutions with respect to all aspects of public procurement projects. As businesses are increasingly aware of the need to follow strict compliance regulations and submit accurate tender documentation, even minor errors and inconsistencies might lead to long-lasting and expensive disputes. 

Our team helps through this complex process, our specialized lawyers taking a thorough approach to detail to deliver the best results. We advise both the providers and beneficiaries of state funding and can help mediate in any potential disputes that can arise.

Our many years of experience with Romania’s rapidly evolving public procurement rules places us in the position to accurately interpret and solve legal questions for our clients on both major projects and day to day public procurement operations.

In representing state institutions, we assisted with the preparation of complex tender documentation under the legislation in force, helped acquiring authorities to legally and comprehensively answer to clarification requirements from tender applicants, while with respect to private investors we used our high expertise to ensure meeting legal and administrative requirements. After the signing of the public procurement agreement, we assist to the observance, monitoring and compliance of the operations with the contractual provisions.

PSA has successfully represented clients (either public or private) before the National Council for the Resolution of Contestations, and/or in Court in relation to dispute/litigation on public procurement proceedings.

PETROLEUM

PSA granted permanent legal advice to both foreign and Romanian oil companies, assuring day-by–day assistance on any undertaken operations, from contractual relationships, to negotiation with the National Agency for Mineral Resources, and constantly monitoring compliance of all activities of the client with relevant legislation.

PSA lawyers are skilled in assisting oil companies to attending any public tender for granting of exploration or production concession rights, preparing requisite documentation and participating to negotiation together with or on behalf of the client. 

PSA assists clients for the sale-purchase of land and buildings, covering all operations, from negotiating the contractual frame with the real estate agencies and with the owner/buyer, continuing with the verification of any ownership titles and the disposal right of the seller, assessing any existing encumbrances and/or liens, to the closing of the contracts and registering them with the relevant authorities. 

REAL ESTATE

Similar experience is held with respect to long-term lease of immovable assets, as well as specific advice concerning alteration of the initial purpose of the land and/or buildings, including assistance with respect to any necessary licensing thereto.

CONSTRUCTION & POWER SUPPLY

PSA has in its portfolio of permanent clients several groups of construction, power supply and installation companies, providing constant assistance for an extremely wide area of legal matters, including but not limited to contractual issues between client and private or public beneficiaries, legal opinions on regulatory framework in the construction field of operation, litigation on quality of works, bad debt recovery, etc. The PSA area of expertise extends to advising contractor on and assisting upon acquisition of land for real estate development projects.

INSURANCE

The members of the PSA team are experienced in all types of insurance related liability claims. The firm’s advice in this area covers assistance brought to insurers, re-insurers and brokers in all areas of insurance operations existing on Romanian market, ranging from household names to important investors, and from fire, flood, and storm insurance to policy disputes and employer’s liability.

NON PROFIT

ENTITIES

PSA advised and assisted to the establishment of local and foreign Non Governmental Organizations (“NGO’s”), covering all necessary steps for such establishment, starting from drafting all the necessary documentation, including representation in Court and applying for Governmental authorizations if requisite, and finally assisting clients during their operation.

The firm can assure to its clients the permanent contact with any relevant authorities with respect to any public acquisitions, financial funds, as well as any activities and operations requiring special public survey and/or licensing and authorizations.

INTELLECTUALPROPERTY

Under the circumstances of a continuously developing legal framework regarding intellectual property in Romania, PSA advises companies and individuals with respect to various related issues, including but not limited to: copyright, inventions, brand reservation and protection, intellectual property litigation.