Based on the firm's long term experience in Central and Eastern Europe and especially in Romania, the team is able to offer significant experience of acting for foreign investors, including investment funds, in implementing private company share and asset acquisitions and disposals. This has involved various types of acquisition and disposal transaction, including trade and portfolio sales/ purchases, whether through open or closed tenders or by direct negotiation and transactions via the stock exchange and secondary exchanges, including private placements. If the exit strategy so requires, the lawyers in the team also have experience of listing companies on stock exchanges.

In all cases, whether acting on the buy or the sell side, we have assisted in identifying and structuring possible exit strategies at the time of the investment, as well as advising on the general legal and regulatory environment relating to the investment/divestment. Subsequent to advising clients on making such investments, we have also acted on implementation of corporate restructuring in preparation for divestment.
The team's experience on investment fund transactions in Romania includes:

• Advising a number of major private investment funds in respect of all aspects of their investments in Romania, including carrying out due diligence, deal structuring (including with a view to identifying exit strategies); preparing all acquisition contracts and corporate transactions, such as capital increases; and a number of disposals of such investments through various exit routes.
• Acting on fund disposals for Romanian and Moldovian Fund and Romanian Post Privatisation Fund, in the energy, health and computing sectors.
• Advising an investment fund on the exercise of its pre-emption rights and negotiating the documentation for the $30 million funding of such exercise.
• Advising a US based investment fund on an acquisition in a pharmaceuticals company.
• Advising an American investment fund on all aspects of taking a $ 6 million investment in a Romanian mobile phone company through a Cyprus vehicle and on its exit from that investment.
• Advising investment funds upon minority protection and other aspects of Romanian securities law, including reform of the law.
• Acting for a financial investment company on its acquisition of a major holding in a privatized Romanian foodstuffs factory.
• Advising the shareholders in a Romanian cable TV and internet company on raising $ 24 million funding from an international investment fund and on negotiating their exit strategy and suitable "tag" and "drag along" provisions. In this case full commercial representations, warranties and indemnities were required by the purchaser and we negotiated appropriate protective qualifications and disclosures for our clients.
• Acting for a London-based investment bank on a proposal to privatize a Romanian majority state-owned company by way of a private placing.
• Advising an investment fund on the disposal of interests in a gas distribution company, a waste recycling business and an internet service provider.
• Acting for an investment fund on the sale of its shareholding in a Romanian building materials company.
• Advising on the issues of Romanian law arising in relation to the drafting of a prospectus for an investment fund.
• Advising a private investment fund in respect of all aspects of its investments in the telecommunications sector in Romania, including carrying out due diligence, preparing all acquisition contracts and corporate transactions, such as capital increases.
• Advising an investment fund on a disposal in the print/media sector.
• Advising different sets of shareholders on investment in their companies by an investment fund.
• Advising on the acquisition of a silicon steel producer.
• Establishment of an investment fund founded to provide financial assistance to small and medium sized companies.
• Advising on all relevant stages of transactions involving tenders: developing the procedures for inviting tenders; formulating bidding and evaluation rules and procedures; drafting sales books, information memoranda and all transaction documentation; greenfield and operating data rooms to assist the review process of interested purchasers; assisting with the evaluation of bidders and their offers.
• Accordingly, the Firm has experience of the commercial perspectives and dynamics of both sides of such transactions and the transaction structures available within the context of currently applicable legislation for implementing acquisitions and disposals and particularly the importance of (i) greenfield and balancing the interests of the transaction parties (which may well involve not only the investment fund, but multiple vendors who may be exiting at the same time or management teams who may need to be locked in by "tag"- and "drag-" along provisions), (ii) identifying practical, creative and commercially oriented solutions to the issues that may arise during the course of any individual transaction and (iii) working to demanding time schedules. From working on such transactions, the Firm also has the following relevant experience:
• Due diligence/Disclosure exercises The Firm has extensive experience in carrying out due diligence and disclosure style exercises, in a wide variety of industries, including general manufacturing, pharmaceuticals, property, scrap metal trading, infrastructure, information technology, finance, energy, environmental services, agribusiness, hotels and tourism, municipal water and sewerage, quarrying, textiles, steelworks, telecommunications and food processing.
• Negotiation and preparation of transaction documentation and share and asset sales The Firm has extensive experience in negotiating and drafting all transaction documentation on both the buy and the sell side in connection with investments and disposals by investment funds.
• Corporate restructuring The Firm has extensive experience in corporate restructuring, should this be required in order to position any particular investee company as part of developing an exit strategy post-investment, for example, involving division or merger of companies and structuring and increase of share capital.
• International tax structures Through its past experience in working with investment funds, the team also has experience of the tax aspects arising in relation to Cypriot and Dutch holding companies and need for entry and exit transactions to have properly structured escrow arrangements.