workCorporate Commercial
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Corporate Commercial
Initial advice on the most suitable alternative to set up Romanian presence: subsidiary, branch, permanent establishment, representative office, agency, working unit. Drafting incorporation documents and registration with the relevant Trade Registry and tax authorities.
Drafting, negotiating and amending all types of commercial contracts:
- Share sale-purchase and assets sale-purchase
- Shareholders agreement
- Mandate and management
- Leasing and rental
- Agency
- Intellectual property rights
- Franchise
- Distribution
- Supply
- Services
- Loan
- Pledge and mortgage
- Insurance
- Transaction
General legal advice on various matters related to the day-to-day business of the company.
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Mergers Acquisitions Restructuring
Legal due diligence on companies carrying out business in various industries, such as: manufacturing, industrial products, media and telecom, retail, IT, distribution, energy, banking.
Transaction support (both buy-side and sell-side assistance), by drafting sale-purchase agreements and additional documentation, shareholders agreements, and assistance during negotiation of the transaction from the letter of intent to closing of the transaction, including registration of the transaction with relevant authorities.
Legal assistance for restructuring projects: spin-off, merger, transfer of business, outsourcing, dissolution and liquidation, as well as legal support during the implementation of the transaction.
General legal assistance regarding the structuring of the transactions by drafting legal opinions on alternatives, tax and legal implications, employment related aspects, potential competition implications.
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Employment
Advice on individual employment matters
Identifying, on the basis of the company’s activity, and of the activity performed by the individual, the most adequate forms of collaboration with them (e.g. employment agreements, service agreements, copyright assignment agreements, civil agreements, etc.).
Preparing and amending individual employment agreements and collaboration or services agreements, paying special attention to the legal and tax regime of the special clauses derogating from the standard agreement.
Legal advice and assistance with dismissal on restructuring, disciplinary actions, dismissal on grounds of lack of competence; Drafting the necessary documentation related to the termination of the individual employment agreements.
Advice on and assistance with preparing settlement agreements for both the operating and management staff.
Assistance during the inspections performed by labour authorities.
General advice on employment and taxation matters, such as: working time, remuneration of overtime, intellectual property, holiday compensation, retirement, delegation and secondment, training, confidentiality, loyalty, mobility, non-compete covenant, assessment criteria and performance bonus, granting meal tickets and gift vouchers, stock option plans, car, house type benefits, maternity and parental leave, discrimination and harassment, etc.
Advice on collective employment issues
Preparing collective bargaining agreements, internal regulations and special policies (e.g. use of company cars, overtime, travel, stock option plans, etc).
Assistance with the negotiating the collective bargaining agreements.
Counseling clients in respect of trade unions, electing the employees representatives in respect of the collective bargaining, trade union actions (strikes), representativeness of trade union organizations.
Advice on transfer of business / restructuring
Drafting due diligence reports with focus on employment law and individual taxation issues.
Legal advice on employment implications following the mergers and acquisitions process, reorganisation of business and collective redundancies.
Legal advice and assistance with regard to the company obligations and the taken-over staff rights in case of transfer of business and drafting the transfer of business agreements.
Consulting and assistance pertaining to the transfer of the employees within the group, including the design of the delegation and secondment procedure, and of the required elements for the social security indemnities and the avoidance of double taxation.
Assistance on employment litigations
Advice on and assistance with negotiation of the settlement agreements and termination packages with the dismissed employees.
Legal assistance and representation in the court of law in employment claims and industrial disputes, strikes, against trade union.
Training on employment matters
Delivering training on employment legislation and individual tax and social securities matters, both general and customized, as per the client’s request