Clifford Chance

Awards and milestones

Romanian Firm of the Year - IFLR Europe Awards 2024

Recent assignments

M&A highlights include advising:

• PPC Group on the acquisition from Macquarie Group-owned EVRYO's renewable energy portfolio in Romania, including 629MW RES in operation and about 145MW in pipeline assets, in a landmark deal with a total enterprise value of approximately €700 million.
• Alpha Bank Group and Alpha Bank Romania on all Romanian law aspects of the sale of 90,1% of Alpha Bank Romania to UniCredit Group including the structuring of the deal and all the required legal processes.
• JC Flowers, a leader in financial services private equity investing, on the sale of First Bank to Intesa Sanpaolo. We had previously advised First Bank/J.C. Flowers in relation to the acquisition of two banks Bank Leumi Romania and Piraeus Bank Romania.
• Actis, the global investment fund in sustainable infrastructure, in relation to two separate transactions in Romania involving the acquisition of two renewable energy projects with an installed capacity of around 1,000 MW, and, respectively the acquisition of a 1,044 MW solar plant.
• Enel Group on the approx. €1.24 billion sale (equivalent to an enterprise value of around €1.9 billion) of its Romanian assets to Public Power Corporation (PPC).
• Nala Renewables in the acquisition of a 61 MWp photovoltaic park in Romania from Monsson Group
• Nofar Energy in the acquisition of the project company developing a 160 MW photovoltaic plant in Romania
• UK-based PIB Group Europa in the acquisition marking its debut on the Romanian insurance brokerage market
• Abris Capital Partners on the sale or Urgent Cargus, second largest courier business in Romania, to Mid Europa Partners.
• Kingspan Group on the acquisition of TeraPlast Group's steel division in Romania and Serbia
• Abris Capital Partners on their investments in: Green Group, the leading waste-management company with facilities located in the CEE/SEE and Baltic countries; technology integrator Global Technical Group; leading tissue paper manufacturer PehartTec.
• Vitruvian Partners in relation to its acquisition of a significant minority stake in BitDefender.

Finance & Capital Markets highlights include advising:

• In relation to the IPO and listing on the Bucharest Stock Exchange of Hidroelectrica, the largest hydro-power producer in Romania (with a total value of RON 9.3 billion/ EUR 1.9 billion this is the largest IPO ever in Romania and the largest in Europe in 2023).
• Erste Group and Banca Comerciala Romana on the project financing related to a 99.2MW wind project under development acquired by Nala Renewables from OX2, guaranteed with a long-term PPA with major global tech company.
• NEPI Rockcastle in relation to the EUR 500 million green bonds issue launched on international markets
• banks on establishment of debt issuance programmes and bond issuess of CEC Bank and Banca Transilvania
• Nofar Energy in the EUR 122 million loan facility signed with EBRD and Raiffeisen International for the development of 315 MW of solar power
• EBRD and OTP Bank in the EUR 93-million financing of a 102 MW Urleasca wind farm in Romania
• Premier Energy in relation to the RON 700 million listing on the Bucharest Stock Exchange
• the arrangers in the first issue of green bonds launched by Romania on foreign markets, worth EUR 2 billion
• OMV Petrom on the delisting of its GDRs from the London Stock Exchange
• ING on a Finnvera-covered export credit facility agreement and an EKN-covered export credit facility agreement for Digi Communications N.V.
• the bank syndicate led by Banca Comerciala Romana in the up to USD 600 million syndicated loan facility for KMG International
• Alpha Bank Romania in relation to the first covered bond programme established in Romania, for the amount of EUR 1 billion.
• on the historic listings of Romgaz and Electrica

Dispute Resolution

• Orange Romania in successfully obtaining the full anullment of one of the largest fines imposed in recent years by the Romanian Competition Council, amounting to EUR 13.5 million, in an investigation into an alleged abuse of a dominant position.
• Premier Energy in a dispute favorably settled at first instance in a litigation related to the interpretation of the provisions of an addendum amending the gas supply contract, thus ensuring the rejection of the claim for damages made by the plaintiff.
• a major bank in Romania in a dispute favorably settled definitively, whose object was the qualification of a personal guarantee as an autonomous, transferable guarantee through succession.
• Banque Cramer (Switzerland) in enforcement and bankruptcy proceedings against City Insurance, once Romania's largest insurance company, now involved in one of the country's largest bankruptcy cases, with claims against the bankruptcy estate exceeding EUR 1.9 billion.
• a leading international medical equipment manufacturer in one of Romania's largest-ever public tenders for the supply of ambulances for the emergency services, valued at approximately EUR 730 million.
• a real estate developer in a court case seeking to collect damages due to gross negligence of one of its contractors related to the development of a large shopping mall in Bucharest
• a real estate investor on a court claim seeking the restitution of a plot out of an expropriation corridor as per the agreed layout concerning a highway in Romania
• a large player in the aviation industry in a series of court proceedings as a result of criminal fraud/money laundering perpetrated by one of their Romanian commercial partners, which scammed their clients with a fake charter flight.
• major domestic and European companies in various sanctions-related matters as a result of EU sanctions imposed after the Russian invasion of Ukraine in relation to issues such as de-risking operations for groups with Russian subsidiaries, ensuring compliance in commodity imports to avoid breaching sanctions, and advising companies involving Romanian specialists in overseas projects to maintain compliance with sanctions rules.

Antitrust

• Affidea Group on obtaining merger clearance for the acquisition of cancer care provider MedEuropa Romania
• PPC Group on obtaining merger clearance for the acquisition of the renewable energy generation portfolio of Evryo Group.
• Ambienta, an European private equity investment fund, on obtaining merger clearance for its acquisition of Maccaferri Group, a supplier of civil engineering and geotechnical products and solutions.
• a bank in relation to the Competition Council's investigation regarding the application of the FICO score in the banking sector
• global biotechnology firm in antitrust litigation challenging a multi-million Euro fine levied by the Romanian Competition Council for an alleged concerted practice aimed at boycotting the Romanian immunoglobulin market.
• companies in CG&R sector on day-to-day competition law advice in relation to its distribution agreements and commercial practices.
• high-profile companies in antitrust investigations conducted in several sectors (banking, insurance, energy, pharmaceuticals, manufacturing, retail)
• a large number of companies in various industries on delivering competition compliance trainings to management and relevant departments and preparation of practical guides on anticompetitive practices, or on performing competition audit of their activities (including organising of mock dawn raids with interviews of the managers, review of documents).

Real Estate and Construction

• Nofar Energy, a global leader in renewable energy investments, and its Romanian subsidiaries, on a package of EPC, O&M agreements, for the purposes of Nofar’s large-scale solar projects in Romania.
• a large hospitality group on the negotiation of franchise agreements in relation to opening hotels in Bucharest, Cluj Napoca, Timisoara and other large cities.
• OMV Petrom on its share capital increase by cash and land contribution including on an extensive legal analysis and actions with the competent authorities in determining and assessing the legal regime of the land.
• Exigent Development on a €57.80 million financing agreement with OTP for the construction of phase 5 of the Exigent Plaza Residence, a 1288 apartments housing complex in Bucharest.
• a real estate investor during the entire negotiation process seeking the re-adjustment of a highway's layout to avoid unnecessary overlapping with the client's commercial shopping centre
• AEW in connection with the sale of its Romanian portfolio to the real estate investment division of Morgan Stanley and, respectively, Hungarian investment group Indotek.
• CA Immo in relation to the acquisition of Campus 6.1, a premium office building developed in Bucharest by Skanska.

Employment

• a large snacks companies on preparing internal restructurings, review of internal regulations applicable in the group companies, dealing with conflict between employees and termination of employment relationships of management employees.
• a client in dealing with complex internal conflictual situations, that culminated in  successfully defending several moral harassment claims.
• a multinational automotive company on a dealing with labour inspections and requirements from the local labour authorities, including full revision of the internal regulations and employment agreements used by the company in relation to its employees, as well as in re-designing its working schedule and dealing with collective labour negotiations related obligations.
• a private equity group in designing and implementing management incentive schemes for the companies in its portfolio.
• a client on review of documentation prepared in relation to implementing whistleblowing policies, including advising on dealing with limitations in using resources at group level and designing particularities to be applied at local level.
• a client active in education services field in dealing with complex conflictual relationships at management level, including advice in dealing with disciplinary and non-performance procedures.
• a major bank in dealing with the creation of a new union, including on potential conflicts of interests between union leaders and the company management; advising on communication with union in the context of corporate transactions.
• clients on a wide range of employment matters - employment agreements and policies; termination of contracts; management and employment of executives, including in preparing and negotiating the management agreements.

• "Clifford Change Badea represents a real elite presence on the legal services market and is recognized for the exceptional quality of the services it offers. When it comes to large and complex projects, Clifford Change Badea is a reliable partner.’ - Legal500 2024
• 'A strong team, with great knowledge and market perspective’. - Legal500 2024
• ‘The firm delivered outstanding results, going above and beyond in accommodating complex circumstances, under tight deadlines and bringing innovative solutions to otherwise difficult matters.’ - Legal500 2024
• ‘the team stands out distinctly in the industry, thanks to a harmonious blend of individual specializations that complement each other, ensuring a holistic approach to client needs. collaboration is at the heart of their operations, fostering a seamless synergy both internally and with clients. they are the best in Romania for Finance and Capital markets.’ - Legal500 2024
• ‘The firm is clearly distinguished by its high standards of professionalism. the lawyers on this team are known for their unmatched competence, outstanding legal skills and their constant commitment to their clients.’ - Legal500 2024
• "They are very detailed and have well-structured knowledge of the commercial market and transactional needs." – Chambers Europe 2024