Commercial Law

The COMMERCIAL LAW has developed significantly in the last 15 years in Romania. With all the difficulties arising from the multiple changes in the Romanian commercial law, Pop & Asociatii has been given much interest in promoting strong legal assistance in this field.

For many years now the Law Firm has provided legal advice to international concerns which have decided to invest in Romania. Many of them took their first steps on the Romanian market with us at their side.

Our lawyers handle corporate and commercial affairs for both public and private companies. In many cases, we play the role of main advisor and represent the firm from the time the enterprise is set up through all the various stages of its development. Our general practice in the area of company law often overlaps with other closely connected issues, particularly tax practice, and corporate, real estate and securities transactions. We also advise on industrial parks and Free zones investments.

Pop & Asociatii advises companies starting up operations in Free Zones(FZ), which are, for administrative purposes, separate parts of Romanian territory where business can be carried out on more favorable conditions. FZ are places that are subject to special tax treatment where entities can start up their business on specially prepared terrain and operate without paying income tax/VAT.

Romania has a law regarding the regime of direct investments, represented by Emergency Government Ordinance 92/1997 as amended ("EGO no. 92/1997") and Law no. 332/2001. Also, Romania has a law regarding the regime of industrial parks, represented by Government Ordinance no. 65/2001 ("EGO" no. 65/2001). The above regulations defines various types of investments and provides a level playing field for foreign as well as Romanian investors. It establishes the general legal framework regarding guarantees and rights to be granted to investors and direct investments made in Romania.

Pop & Asociatii lawyers frequently negotiates on behalf of foreign investors with the Ministry of Finances, the Ministry of Economy and Trade, and other Romanian authorities issues of interest to foreign investors. We advised some of the world's major companies on long-term land leases, land concessions for "Greenfield" developments, purchase of real estate, and construction disputes. The members advised several multinationals with regard to the restructuring of their subsidiaries in Romania, and sale of their participations in Romanian companies.

The Firm advised several companies on successful privatizations of state-owned companies. We have advised several multinationals in connection with tenders for major utilities projects. The members advised successfully the subsidiaries of one multinationals investigated by the Competition Council with regard to their distribution practices. The team coordinated successful campaigns against counterfeiters of well-known trademarks. Pop& Asociatii's lawyers routinely advise clients on employment issues, collective and individual employment contracts, termination of employment contracts, collective dismissals, severance agreements, and notification of employee and client data transfer.

Experience of our lawyers

Our lawyers have an important experience consisting among others in:

• Legal assistance in negotiating the conclusion of commercial contracts (sale-purchase, commission, distribution, including joint ventures, supply, distribution, franchising and agency, bids and licensing arrangements)
• Legal assistance in drafting or amending the constitutive documents of companies, in the fields of: food, media, real estate, software, securities, banking, cosmetics, others
• Permanent legal assistance regarding the companies activities (organizing the shareholders general assemblies; organizing the board of directors meetings; shares operation between the shareholders, associates or third parties; concluding insurance contracts; concluding contracts for the headquarters; employment of personnel; concluding contracts for transport of goods or services for unloading - loading - manipulating in the storing areas; others)
• Drafting of agreements; prior review of internal and external commercial agreements with material legal consequences over the company and, as the case may be, assistance for the negotiation and conclusion of such agreements in very advantageous conditions;
• Legal assistance for settlement of conflicts in the construing and execution of some agreements entered into with Romanian or foreign companies, including the negotiating of commercial solutions for settling such disputes in conditions favorable to the client
• Internal licenses and authorizations
• Agreements and protocols for distribution and agency
• Domestic of international limited partnerships
• Competition Advisory on direct foreign investment
• Recovery of debts
• Commercial fraud
• Partnership disputes; Disputes among shareholders
• Breach of contractual clauses
• Non-compliance with the agreements
• Actions for breaching the guarantee obligation