presentation for best friends 2010 clients and competences

Presentation forBest Friends2010

Clients and Competences

Privatization: Selected TransactionsWe assisted the government privatization authorities in the two phases of privatization of the Banca Comerciala Romana, finalized through the sale of the majority interest in Romania’s largest state-owned financial institution to Erste Bank der oesterreichischen Sparkassen AG at €3.75 billion, in what proved to be the largest transaction in Central and Eastern Europe in 2005;

We represented the leading oil and gas group in Central Europe in connection with its more than €1.5 billion acquisition of a controlling stake in the largest Romanian oil company, Petrom S.A.

We provided legal assistance (as a member of a consortium led by Bank of America Securities Limited and Central Europe Trust Limited) in relation to the sale of the Moldova and Oltenia regional electricity distribution companies, transactions valued at approximately €250 million. In a separate project, we took part in a consortium led by BNP Paribas to assist with the sale of the Dobrogea and Banat regional electricity distribution companies, transactions valued at approximately €100 million.

We advised France’s leading natural gas supplier in connection with (i) its successful participation in an international tender for the acquisition of one of the two Romanian gas distribution operators, a transaction valued at more than €310 million and (ii) its participation and bid in an international tender for the acquisition of the largest regional Romanian electricity distributor – Electrica Muntenia Sud.

We advised the seller (as part of an international consortium led by Goldman Sachs International) in connection with the USD 675 million sale to OTE of a controlling interest in Romtelecom, the Romanian national telephone company.

We assisted the client with respect to the due diligence analysis regarding Automobile Craiova and Daewoo Automobile Romania SA, assistance with the structuring of the transaction, drafting process and transaction documents, negotiations and revisions of transaction documents, signing of the transaction.

We advised world’s premier construction materials group in connection with (i) its acquisition and subsequent restructuring of Romania’s largest cement producer and (ii) its acquisition of the premier cement company in the Republic of Moldova.

ClientRomanian State/

BCR

OMV

Romanian State/ electricity companies

Gaz de France

Romanian State/ Romtelecom

FordMotor Company

Lafarge

Infrastructure/PPP: Selected TransactionsWe ensured complete legal assistance (i.e., regarding all project stages until the contract was to be initialized and approved by the Ministry of Transport) to the Austrian-based company, for its participation in the tender procedure for the award of the engineering, finance, construction, operation and maintenance project under a public-private partnership for a 65.2 km highway between Bucharest and Ploiesti.

We provided legal assistance to this premier engineering, construction and project management company in relation to contract re-negotiation with the Romanian National Company for Highways and National Roads in Brasov-Bors construction project. We have further provided day-to-day assistance for the implementation of the contract.

With respect to the engineering, construction and maintenance of the national road DN 2D Focsani – Targu-Secuiesc (via Ojdula) by Solel Boneh International based on a partnership developed with the Romanian Government, we advised the potential financiers of the project on the (i) understanding and assessment of public procurement procedures; (ii) structure and compliance of the contractual framework with legal framework, as well as (iii) most efficient means of shaping the financing structure for the protection of their rights.

We provided legal assistance with respect to intended expansion/ development of airport related facilities (e.g., intermodal terminal, multi-purpose buildings) and logistic park in Timisoara, offering preliminary advise with respect to alternative commercial and financing arrangements, procedures and administrative matters.

We advised Hutchison Ports in relation with the tender procedure for the award of the construction and operation of a terminal in the Port of Constanta, focusing on the procurement and permitting issues entailed by the project.

We assisted the National Roads Administration in structuring the procurement process for this highway considering economic, legislative and contractual constraints and requirements, in the drafting of legislation, preparation of the entire tender documentation under Romanian and EBRD public acquisition procedures and in negotiation with potential investors.

ClientStrabag AG

Bechtel Corporation

Financing Institutions/ National Road DN 2D Focsani

–Targu-Secuiesc

Traian Vuia Timisoara

International Airport

Hutchison Ports/ Pier III Terminal in Constanta Port

Romanian Government/ Toll

Highway Project II (Bucharest-Pitesti)

Mergers & Acquisitions: Selected TransactionsWe assisted the major oil services provider (i) in a sequence of complex transactions for the acquisition of shares in Foserco S.A. (closing) and in Atlas GIP SA, as well as (ii) in the purchase of relevant assets of Aquafor SA, throughout the process of structuring, negotiation and implementation of the projects. The projects amounted over EUR 70 million.

We advised the large European private equity fund in connection with the combined and coordinated acquisition of a significant shareholding in Med Life S.A., a premiere Romanian medical services provider, from the founders thereof, as well as from the International Finance Corporation, the World Bank’s private investment arm, in the context of a competitive tender process. The transaction had an undisclosed value in excess of EUR 20 million.

We assisted one of the world leaders of consumer products market in relation to the acquisition in Romania of the ice-cream division of Friesland Campina Group-Napolact Romania, as part of Unilever Group launch on the Romanian ice-cream market.

We assisted the UK based company The Gada Group Limited (an integrated company active in the industry of healthcare equipment distribution on the EU market) in relation to the acquisition of one of Romania’s leading healthcare equipment and development solutions provider, Radius Medical S.R.L. and of the project management arm thereof, Integrine S.R.L. The transaction’s had a value in excess of EUR 10 million.

We assisted Microsoft Corporation in connection with a multi-jurisdictional acquisition of the internet survey business of Greenfield Online and the subsequent divestiture thereof to Toluna Jersey Limited.

We assisted one of the largest worldwide trader of cereals and supplier of high-quality raw materials to the food and feedstuffs industry, in connection with the acquisition of the majority shareholding of Cerealcom S.R.L. Giurgiu, a company acting on the cereals storage market.

We represented one of the main worldwide generic producers of pharmaceutical products in a USD 324 million acquisition of Terapia S.A., one of the leading Romanian pharmaceutical producers - The Deal of the Year 2006 (European Private Equity Awards – Emerging Europe).

We assisted in connection with the coordinated sale to General Electric Capital Corporation of the client’s entire shareholding in Domenia Credit S.A., Ralfi S.A. and Leasemart Holding B.V., pursuant to one of the most prominent transactions ever in the Romanian consumer finance industry.

ClientWeatherford

Societe Generale Asset Management

Unilever South Central Europe

Gada Group Limited

Microsoft Corporation

Alfred C. Toepfer

Ranbaxy Laboratories Ltd

Romanian – American Enterprise

Fund

Energy: Selected TransactionsWe assisted the leading German energy company in the public tender privatization procedures for two generation plants (Braila and Borzesti) of Termoelectrica, Romania’s largest energy provider. We continued the legal assistance to the client regarding the establishment of a joint venture company in electricity generation together with other investors and the Romanian Electricity Generator – Termoelectrica S.A.

We assisted the consortium including two companies of Mechel Group, one of Russia’s leading and word wide expanding mining and steel producer, in the attempt to privatize Uzina Termoelectrica Girugiu S.A., a thermal and electricity producer located in Giurgiu, which, once rehabilitated, would have generated more than 100 Mw of power.

We advised the investment fund in assisting Transgaz S.A., the national natural gas transport operator, with its initial public offering of ordinary shares representing 10% of its share capital.

We assisted the US based private equity fund in relation to acquisition of Expert Petroleum SRL (having a value of approximately USD 25 million), a company of which main activities are represented by the exploration, development and production of oil, as well the rehabilitation of mature oil fields. The advice also included an important part of legal and regulatory analysis of the manner in which Expert Petroleum SRL performs its oil related activities on several oilfields.

We assisted one of the major Romanian natural gas distribution operators (formerly, Distrigaz Sud) in connection with (i) the structuring and implementation of reorganization of its business, resulting from the legal, functional and accounting unbundling of the natural gas distribution activity from the gas supply activity in compliance with sector regulatory requirements, as well as (ii) other corporate restructurings - such as restructuring of Vital Gaz SA, a company majority owned by GDF Suez Energy Romania, made by way of de-merger (split of gas distribution activity and, respectively, gas supply activity and transfer thereof to Distrigaz Sud Retele SRL and, respectively, GDF Suez Energy Romania SA).

We are assisting a leading Indian integrated group with activities in the oil and gas sector with respect to the proposed acquisition of a participation in the concession of an oil block in Romania.

ClientE.ON Kraftwerke

Mechel International Holdings AG & Mechel

Trading AG

Raiffeisen Capital & Investment

Lime Rock Partners

GDF Suez Energy Romania

Indianintegrated group

Competition: Selected TransactionsAssistance in obtaining competition clearance for the acquisition by SGAM Eastern Europe V Limited of MedLife S.A., a leading provider of private medical services in Romania.

Assistance of major FMCG company in (i) obtaining competition clearance for the acquisition of Napoca ice-cream business as part of its entering on the ice-cream market in Romania and (ii) in successfully rejecting the complaint filed by a former distributor, alleging cartel and abuse of dominant position.

Assistance in obtaining competition clearance for one of the largest M&A transactions in Romania in the last years: the EUR 732 million acquisition of a majority stake in the Romanian car producer, Automobile Craiova.

Assistance of one of the major electronic communication operators in (i) obtaining competition clearance for the acquisition of two dealership services networks and (ii) in connection with the first telecom investigation .

Assistance of the leading oil and gas group in Central Europe in obtaining competition clearance for the EUR 1.5 billion acquisition of a controlling stake in Petrom. Assistance of Petrom in obtaining competition clearance for the EUR 328.5 million acquisition of the oil service and maintenance business from Petromservice, the largest supplier on the market.

Assistance of a large worldwide generic producer of pharmaceutical products in a USD 324 million acquisition of one of the leading Romanian pharmaceutical producers, Terapia.

Assistance of France’s leading natural gas supplier in obtaining competition clearance for the acquisition of one of the two Romanian major natural gas distribution operators, Distrigaz Sud.

Assistance of one of the major cement producers in Romania in connection with the cartel and abuse of collective dominance position investigation on the cement market.

ClientSociété Générale

Asset Management

Unilever South Central Europe

Ford Motor Company

Vodafone Romania

OMV/Petrom

Ranbaxy Laboratories

Gaz de France

Lafarge Romania

Banking and Finance: Selected TransactionsWe advised Citibank for the cross-border merger process of Citibank Ireland and Citibank Romania (the first cross-border merger implemented in Romania) as a result of which Citibank Romania was dissolved in parallel with the establishment of the Romanian branch of Citibank Ireland.

We assisted Goldman Sachs in relation to a multi jurisdictional syndicated facility for the refinancing of an existing facility extended to a group of companies in the automotive safety textile sector which undertook restructuring. The deal value exceeded EUR 150 million.

Full assistance on Romanian law aspects to a club of major credit institutions extending a EUR 100 million loan to A&D Pharma Group for refinancing an existing facility and general corporate purposes.

We assisted Emporiki Bank of Greece and Emporiki Bank Romania in financing two major real estate developers, GE Real Estate Equities and Helios Phoenix, regarding the development of seven A Class multi-let logistics parks in six major cities of Romania. The transaction‘s value exceeded EUR 78 million.

We advised the borrowers in relation to the financing of the development of some of the most important real estate projects of Bucharest: America House located in Piata Victoriei (developed by Global Trade Center), Bucharest Business Park (developed by Portland), City Gate located in Piata Presei Libere (developed by Globe Trade Center), Europe House (developed by Globe Trade Center), Olympia Tower located on Decebal Blvd. (developed by Bluehouse), Opera Center Office Complex (developed by Portland), all Class A office buildings involving construction loans of over 30 million Euro each, Felicity and Rose Garden (two residential project developed by Global Trade Center), shopping malls in some of Romania’s cities (developed by Sonae Sierra and Global Trade Center), as well as in relation to the financing of the renovation of the 5 stars Athenee Palace Hilton hotel in Bucharest.

We advised RREEF Real Estate in relation to the financing of a EUR 341 million transactions concerning the forward purchase of two office buildings and two residential buildings located in the north area of Bucharest.

We advised Merril Lynch International acting as underwriter for the issuance of Yen1.35 billion and US 135 million floating rate bonds by the RA Renel.

Full assistance on Romanian law aspects to the financial institutions granting to Prysmian group a loan of EUR 1.7 billion in relation to the IPO to be conducted by the parent company.

ClientCitibank

Glodman Sachs

Major credit institutions

Emporiki Bank

Global Trade Center,

Bluehouse, Sonae Sierra,

Portland

RREEFReal Estate

Merril Lynch

Major financial institutions

Securities & Capital Markets:Selected Transactions

We provided advice to Raiffeisen Capital & Investment in relation to the IPO on the Bucharest Stock Exchange of Transgaz SA, the operator of gas transportation networks in Romania. It has been the largest ever IPO on the Romanian regulated market.

We assisted Ford Motor Company on the capital markets aspects of the acquisition of Automobile Craiova, a company traded on the Bucharest Stock Exchange/Rasdaq market. The assistance included: (i) acquisition of the “major” minority shareholders which has brought FMC up to approximately 96% of the capital of the company in one of the largest transaction on the deal market of Bucharest Stock Exchange in 2009, amounting approx. EUR 20 million; (ii) buy-offer for the remaining shares and contemplated delisting of the company.

We assisted Meinl Bank AG, the majority shareholder of Kandia - Excelent S.A. to sell its shares to Cadbury Schweppes Plc, in one of the major transactions on the deal market of Bucharest Stock Exchange in 2007.

We assisted IFC/USAID and anticipated as one of the drafters in drafting the Romanian mortgage bond and asset-backed securities legislation as part of the project for financial market reform in Romania co-funded by the United States Agency for International Development.

We provide assistance to the National Securities Commission in various complex capital markets issues, including the implementation of squeeze-out procedures into internal law, Rasdaq and creation of an ATS market.

Advice on regulatory matters and representation before the Romanian National Securities Commission with respect to the indirect acquisition by the Federal Republic of Germany through the means of the German Sonderfonds Finanzmarktstabilisierung (the “SoFFin”) of a participation in an investment management company established in Romania, Depfa Asset Management S.A.

We regularly advise counterparties to interest rate swaps and other derivative transactions regarding the enforceability in Romania of ISDA Master Agreement provisions, including netting provisions under Romanian bankruptcy legislation.

ClientRaiffeisen

Capital & investment

FordMotor Company

Meinl Bank AG

IFC/USAID

National Securities Commission

SoFFin

Vodafone S.A., Deutsche Bank, UBS, Raiffeisen Bank S.A., Citigroup, Goldman

Sachs, etc.

Dispute resolution: Selected TransactionsWe represented a major foreign company in the most complex Romanian commercial litigation concerning an international sale purchase agreement concluded by a former communist state enterprise, a trial that last for more than 30 years, involving a claim of around USD 40,000,000.

We represented a major bank in a very complex real estate and banking litigation, due to the inobservance by a real estate debtor of a sell-purchase agreement and a term loan agreement amounting over EUR 36 million.

In association with Freshfields Bruckhaus Deringer, we represent the Romanian government via the Ministry of Public Finance in an arbitral proceeding before the International Center for the Settlement of Investment Disputes (ICSID) in connection with claims brought by foreign investors in the European Drinks group.

We are currently involved in an administrative claim against the authorities alleging the compensation right of about EUR 8 million as a result of the damages incurred due to a classical swine fever outbreak from 2007, since the first voluntary restrictions of animal movement enforced to limit risks of contamination and until destruction of all pigs exposed upon the order of the Timiş Antiepizootic Committee.

We represent Ford Motor Company in different corporate litigation relating to the validity of the shareholders' resolutions regarding the implementation of the privatization agreement concluded by Ford with A.V.A.S., including a dispute conducted against Ford for the annulment of a share capital increase decision.

We represent the largest oil and gas company in a complex litigation involving banking, fiscal and insolvency rules in connection with a significant debt to be recovered from an insolvent company.

We successfully represented the company in a very interesting dispute litigation concerning the lawfulness of the investigation conducted by the authority in relation with a labor accident.

We assist the pharmaceutical company in initiating the litigation against Lundbeck A/S having as subject matter the intellectual property patent rights and the annulment of patent registered by the opposing party.

ClientOtto Wolf

Alpha Bank

Romanian Government

Smithfield Foods

Ford Motor Company

Petrom (OMV)

Bechtel

Zentiva

Real Estate: Selected TransactionsWe have acted as counsel to Deutsche Bank Group in relation to the closing of the acquisition of a second office building with a gross letting area of approximately 57.000 sqm., located in Northern Bucharest. The deal is part of the transaction signed in May 2008, which was considered as the largest real estate transaction to have taken place on the Romanian real estate market (341 million euro). We are also providing ongoing to BOC Real Property SRL, further to its acquisition by Deutsche Bank Group in relation to the leasing of premises in BOC Tower building.

We have acted as lead counsel to Globe Trade Center (GTC) in the completion of the acquisition process of City Gate, an A class office building located in Bucharest, having a leasable area of more than 76,000 sqm. We are also providing ongoing assistance to GTC in relation to (i) the leasing of office premises within City Gate building and (ii) the development and management of Galleria chain of shopping centers located in Buzau, Piatra Neamt, Suceava, Arad, Bistrita and Galati (having each a leasable area ranging from 10,000 sqm. to 20,000 sqm), including by drafting and negotiating lease agreements, providing legal input on current issues or matters related to the legal relationships with contractors and suppliers. The envisaged cumulated value of this investment exceeds EUR 100 million.

We are assisting the Greek fund Bluehouse Capital in relation to constructions matters, developing and leasing activity for 2 (two) A class office buildings developed in central Bucharest – Victoria Center and Olympia Tower (including assistance in drafting, negotiating and executing the lease agreement for 6 floor premises rented by Eureko group companies within Olympia Tower).

We have recently acted for Ingleby Holding, Denmark, in connection with the due diligence analysis over 4,000 ha land in view of the acquisition by the client of three Romanian farming companies.

We are currently assisting Cascade Group in relation to the leasing activity of EuroTower building, the first A class green building in Bucharest.

ClientDeutsche Bank

Group

Globe Trade Center

Bluehouse Capital

Ingleby Holding

Cascade Group

Commercial Contracts & Public Procurement: Selected Transactions

On behalf of Nabucco Company Pipeline Study and Transgaz S.A., we are providing legal assistance in connection with the implementation of the project in Romania, including in respect of public procurement matters.

We assisted the Bucharest branch of the largest Romanian thermal energy supplier with respect to (i) enforcement of a public procurement contract for acquisition of works regarding the building of the new power plant and (ii) acquisition of a license.

We provided legal assistance with respect to the regulation under the local law and conclusion of a novation agreement regarding GE’s local part under a public procurement agreement concluded with Transelectrica regarding Cernavoda project.

We have revised the Global terms for production of the American car manufacturer from the perspective of their validity and enforceability under the Romanian law.

We have advised the Romanian subsidiary of Microsoft with respect to the revision from the perspective of the compliance with the Romanian law of the various commercial agreements envisaged to be concluded with its suppliers.

We have analyzed and prepared legal comments on: (i) third party liability for damage arising from a nuclear incident; (ii) supplier liability for nuclear damage to the nuclear installation itself as well as property itself and (iii) liability arising from nuclear incidents occurring outside Romania.

Legal assistance in drafting additional acts to the distribution and agent agreements for the sublease of commercial spaces. Previously, we have represented Vodafone in drafting these main agreements as well in their negotiation with several of its agents and distributors.

ClientNabucco

International

Electrocentrale Bucuresti

General Electric International

Ford Romania

Microsoft Romania

ABB Group

Vodafone

Environment: Selected TransactionsWe assisted Ford Motor Corporation on various environmental matters related to the 2008 privatization of Automobile Craiova SA and Daewoo Automobile Romania SA, including drafting appropriate wording in the privatization agreement and assisting in the implementation of environmental formalities related to the privatization.

We assisted Weatherford International, a major international player in the oil field services, in assessing environmental matters related to the acquisition of the majority stakes in Atlas Gip and Foserco, two significant Romanian players in the oil business.

We advise Smithfield on a daily basis in various environmental matters related to the development of its intensive rearing hog farms, including on matters related to obtaining environmental approvals for the establishment of new hog farms, reviewing draft IPPC permits and challenging provisions of IPPC permits pursuant to the regulations on administrative disputes, obligations related to the drafting and implementation of water basin management plan and other water related regulations. We also assisted Smithfield during and after the August 2007 outbreak of classical swine fever at three Smithfield hog farms.

We assist Recolamp, the only association specialized in taking over responsibility of lighting equipment producers for meeting their obligations under the waste electronic and electrical equipment (WEEE) legislation, on various WEEE-related matters, including submitting comments with the Ministry of Environment on the draft proposal for the amendment of the Government decision representing the general framework on WEEE, reviewing agreements to be concluded with entities transferring their WEEE-related responsibilities to the client, drafting correspondence on behalf of the client to various environmental authorities in connection with WEEE compliance matters.

We assist Gold Corporation on various matters related to the litigation on environmental permitting matters related to its Rosia Montana project.

ClientFord Motor Corporation

Weatherford International

Smithfield

Recolamp

Gold Corporation

Data Protection: Selected TransactionsWe assisted Microsoft in carrying out an internal audit in order to identify processing operations carried out by the local subsidiary and the related data protection obligations, we held training sessions with Microsoft’s staff and we prepared a data protection wording for the standard individual employment agreement of its Romanian subsidiary.

We advised Aon Romania on the requirements applicable in case of personal data sharing with another company’s local affiliate.

We advised Nokia on the main data protection obligations related to the processing of its employees' personal data, including minimum information obligations, rules and limitations applicable in respect of recruitment practices and notification requirements, and to the minimum information to be included in its privacy policy made available on its website.

We advise Herbalife on the data protection requirements applicable in connection with the implementation of its distribution structure in Romania.

We assisted several Weatherford entities operating in Romania in ensuring data protection compliance in connection with the processing of their employees' data, including by preparing and submitting data transfer notifications with the National Authority for the Supervision of Personal Data Processing and obtaining the authorization for the transfer to a US affiliate that does not hold a Safe Harbor certificate.

ClientMicrosoft

Aon Romania

Nokia

Herbalife

Weatheford

Employment: Selected TransactionsWe have assisted Vodafone Romania by revising and amending its labor related internal regulations as well as other relevant internal policies of the company, implementing restructuring procedures, relations with the employees’ representatives. We provided the HR department with employment legislation and practice training sessions. Our team provides on-going advice to the client on all employment matters.

We provide Bechtel Inc. general legal advice in connection with various employment and labor matters. We have advised the client on the occasion of several controls performed by the labor inspectors. As well, we have advised and drafted the defense of Bechtel Inc. against discrimination allegations and successfully represented the client in front of the National Council for Combating the Discrimination. We have assisted the client in the area of health and safety matters and in relation with the investigation of work accidents.

We provide on-going advice to the client on all employment matters. Our team assists the HR department in revising and amending all labor relevant internal policies of the client, updating the employment contracts and terminating the employment relationships.

We have assisted the client in carrying out negotiations with the trade union on the company’s collective labor agreement.

We provided legal advice regarding employment matters related to the cross-border merger of Citibank Romania and Citibank Europe Plc, including the applicability of the transfer of undertakings regulations, information and consultation obligations and procedure of election of employees’ representatives in the Special Negotiation Body that will negotiate an agreement for the involvement of employees in Citibank Europe Plc after the merger.

We provide Cmed on-going general legal advice in connection with various labor and employment matters. We assisted Cmed in drafting employment contracts and addendums thereto, updating the Internal Regulation and we provided legal advice to the client in relation with the health and safety at work rules, employees’ training. We assisted the client in carrying out collective negotiations with the employees’ elected representatives at the level of the Romanian subsidiary.

ClientVodafone Romania

Bechtel Inc

Microsoft Romania

OMV Petrom

Citibank Romania

Cmed Ltd.

Immigration: Selected TransactionsWe advise all Romanian Fortune 500 clients of Fragomen, Del Rey, Bernsen and Loewy, LLP, world’s largest immigration law firm and leader in corporate immigration services since 2006, when NNDKP became it’s exclusive vendor for Romania.

We have assisted Ford Motor Company in various immigration and consular matters, including, but not limited to the grant by the Ministry of Labor, Family and Social Protection and by the Romanian Office for Immigration of certain important exemptions from the rules of the immigration legislation, such as the waiver of the one year limit for all secondment arrangements with Ford Motor Company third country employees.

We advise General Electric Company on various immigration and consular matters, including assistance and representation in front of the immigration authorities for the procurement of work authorizations and temporary residence permits. Current ongoing project refers to assistance and representation in front of the competent authorities for the short and long term assignments of foreign specialists, both EU/EEA and third country nationals, for the construction of an 860 MW electrical plant at Petrobrazi. This is a 500 million euro project and it represents the biggest private investment in the energy field in Romania.

We provide Microsoft Corporation with legal advice and representation in front of the immigration authorities in order to procure certificates of registration for EU nationals on secondment arrangements, as well as work authorizations and residence permits for third country nationals.

We advised Schlumberger Group on various immigration and consular matters, including assistance and representation in front of the immigration authorities for the procurement of work authorizations and temporary residence permits.

ClientMajor companies

FordMotor Company

General ElectricCompany

Microsoft Corporation

Schlumberger Group

Intellectual Property: Selected TransactionsWe assisted the major FMCG company in: (i) the legal proceedings initiated in Romania concerning the use of a trademark (as defendant) and (ii) in the acquisition of the ice-cream division of a national dairy products manufacturer (including a due diligence exercise).

We represent, as plaintiffs, Philip Morris Products SA and Philip Morris Romania in the legal proceedings initiated in Romania concerning the use of a trademark by a competitor company.

We represent, as defendants, the companies TOTAL SA and TOTAL France SA in the legal proceedings initiated in Romania for the deprivement for non-use of certain trademarks.

We represent, as plaintiffs, the company Zentiva in the legal proceedings initiated in Romania concerning the annulment of a pharmaceutical patent obtained by a competitor.

Intellectual Property Rights (IPR) due diligence and assistance in the acquisition of a news website by a major international media group.

General assistance and representation of Microsoft with respect to all IPR licensing, services and commercial contracts.

Regular advice for one of the major electronic communication operators on compliance, advertising and promotion, service and product liability, lotteries and other commercial communication.

Regular advise for a number of local and multi-national pharmaceutical companies on clinical trials, data compliance, licensing and technology transfer, supplementary protection, pre-launch activities, IP and regulatory audit, national and European trademark and patent strategy, parallel trade.

Our practice in administrative and prosecution of intellectual property rights includes: (i) administration of trademark, patent and industrial design portfolios and (ii) oppositions, revocations and appeals in front of the National Office for Inventions and Trademarks in trademark, patent and industrial design.

ClientUnilever

Philip Morris

TOTAL

Zentiva

Major media group

Microsoft

Vodafone

Pharmaceutical companies

Dell Inc., Ford, Heineken, George V

Eatertainment, Formula One, Kraft Foods, Lek/Sandoz Pharmaceuticals, Softnews, Hearst Communications,

Romastru Trading

Tax advisory: Selected TransactionsWe are providing continuing assistance to a major pharmaceuticals distributor with respect to the revision, amendment and drafting of all its contracts (distribution, cooperation, services, licenses etc.) from a Romanian tax perspective (other perspectives are covered by our relevant law firm departments).

We assist Rosia Montana Gold Corporation in a series of litigations with the Romanian tax authorities, having as object tax liabilities of over EUR 10 million.

We advised 3M Romania on the tax implications of a significant turn-key project with a value of EUR 100 million.

We are providing day-to-day tax assistance to the most prominent oil & gas company in Romania, OMV/Petrom.

We are providing Smithfield Group with on-going tax assistance on regulatory and compliance matters related to the expatriates’ tax obligations while working in Romania on assignment.

We advised Ford Motor Company with respect to the implementation of certain treasury and payment arrangements and related tax implications for the local affiliate.

We are assisting Ford Romania with respect to the issue, by the Romanian tax authorities, of several advance tax rulings.

We have assisted Texas Instruments Inc. with respect to structuring its local business model.

We are providing assistance to Alfred Toepfer in a VAT reimbursement-related audit, having as object over EUR 16 million reimbursable VAT.

ClientRomastru Trading

Rosia Montana Gold Corporation

3M Romania

OMV/Petrom

Smithfield

Ford Motor Company

Ford Romania

Texas Intruments Inc.

Alfred C. Toepfer

Team Co-founder and co-managing Partner of NNDKP and head of the

Emerging Practices department.

Main areas of activity: privatization, mergers & acquisitions and banking. Specialized in large, cross-border transactions and providing assistance to various private investors and public/governmental institutions

Represented clients in some of the largest and most complex transactions ever concluded in Romania and is recognized as one of the best Romanian lawyers in the consultancy area by international handbooks, such as Chambers Global and Legal Who’s Who.

Law degree from University of Bucharest Law School (Magna cum Laude, 1976).

Former Legal Counsel to the Romanian Consulting Institute and to the Institute of Legal Research at the Romanian Academy in Bucharest.

Member of the Bucharest Bar Association and of specialized groups of Lex Mundi and World Services Group.

Published numerous articles in 30 professional journals and moderated over 25 conferences and seminaries in several areas of commercial law.

Ion Nestor

Co-Managing PartnerT: +40 21.20.11.200

E: [email protected]

Team Co-founder and co-managing Partner of NNDKP and head of the

Banking, Finance and Capital Markets department.

Main areas of activity: cross-border finance transactions, mergers & acquisitions, securities and capital markets.

Represents clients in a wide variety of complex commercial transactions and arbitration proceedings.

Law degree from University of Bucharest Law School (Magna cum Laude, 1976). LL.M. in International Commercial Affairs and also in International Commercial Law.

Former Legal Counsel to the Romanian Consulting Institute and professor at the University of Bucharest.

Member of the Bucharest Bar Association and of specialized groups of Lex Mundi and World Services Group.

Published numerous articles, studies and opinions in over 20 professional journals of the Academy of Political and Social Sciences, European Bank for Reconstruction and Development, World Bank, Globe White Pages and PLC Handbooks.

Manuela Nestor

Co-Managing PartnerT: +40 21.20.11.200


Team Senior Partner and Head of the Dispute Resolution department.

Main areas of activity: litigation in disputes of civil law, commercial law, corporate law, international commercial law, administrative law, fiscal law, insolvency law, labor law, public procurement and telecommunication.

Represented clients in many of the major court cases in Romania in recent years in the fields of civil, commercial, competition and fiscal law. According to The European Legal 500, is considered to be one of the most brilliant litigators of Romania. Also highly recommended by others international handbooks, such as Chambers Global.

Former ad-hoc Judge of the European Court of Human Rights.

Joined NNDKP in 2001, bringing a strong team of dispute resolution specialized lawyers.


Member of the Bucharest Bar Association and of the International Association of Lawyers.

Member of specialized groups of Lex Mundi and World Services Group.

Published numerous articles in professional journals, sustained presentations in ones of the most important law conferences and received may professional distinctions.

Ana Diculescu Sova

Senior PartnerT: +40 21.20.11.200


Team Senior Partner and head of the Infrastructure and PPP practice area and

of the Corporate Law department. Coordinator of the Timisoara Office.

Main areas of activity: cross-border finance transactions, securities and capital markets, mergers & acquisitions and infrastructure development and financing.

Specialized in complex transactions in the public-private partnerships field, such as telecommunications and highway concessions projects. Highly recommended by international handbooks, such as Chambers Europe.

Acted as Judge with the Bucharest Court and as Associate Law Professor at the University of Bucharest.

Joined NNDKP in 1996.

Law degree from University of Bucharest Law School (Magna cum Laude, 1993) and from the National College of Magistrates (1994).

Member of the Bucharest Bar Association and of specialized groups of World Services Group.

Vice-President for the Europe/Middle East/Africa Region of the Managing Partners Committee of Lex Mundi.

Sustained and moderated presentations in many important law conferences.

Adriana Ioana Gaspar

Senior PartnerT: +40 21.20.11.200


Team Partner and head of the Commercial Contracts and Public Procurement

practice area.

Main areas of activity: commercial contracts, gas field (gas distribution, supply & transportation), project finance, public procurement, mergers & acquisitions and telecommunications.

Assisted various investors in respect of significant M&A and privatization transactions, borrowers and lenders in connection with complex financing transactions in respect of various projects and has developed particular expertise in the gas field. Highly recommended by international handbooks, such as Chambers Europe.


Law degree from University of Bucharest Law School (Magna cum Laude, 1997). Received a certificate of international legal practice from the New York Bar.

Member of the Bucharest Bar Association and of the specialized practice groups of Lex Mundi and World Services Group.

Sustained presentation in several domestic and international conferences.

Adina Chilim-Dumitriu

PartnerT: +40 21.20.11.200


Team Partner and head of the Banking and Finance practice area.

Main areas of activity: banking, project finance, mergers & acquisitions and real estate financing.

Advised borrowers and lenders in a wide range of complex financing transactions. Highly recommended by international handbooks, such as Chambers Europe.


Law degree from the University of Bucharest Law School (Magna cum Laude, 1997). Attended the Winter School for International Financial Law – Cambridge and the courses of the Academy of European Law.


Published numerous articles in foreign professional journals.

Alina Radu

PartnerT: +40 21.20.11.200


Team Partner and head of the Intellectual Property division.

Main areas of activity: intellectual property, media and advertising and IT.

Represented clients in prosecution and opposition of patents, trademarks and copyrights, trademark and industrial designs portfolio management, domain names and Internet issues.

Law degree from the University of Bucharest Law School (1997). Joined NNDKP in 1998.

Mr. Harsany is a member of the Bucharest Bar Association, as well as a licensed Intellectual Property Attorney (national and European). His associations and affiliations include: European Community Trademark Association (ECTA), International Association for the Protection of Intellectual Property (AIPPI), International Trademark Association (INTA), Lex Mundi and World Service Group.

Mr. Harsany is a frequent writer and lecturer on intellectual property and information technology matters.

Alexandru Harsany

PartnerT: +40 21.20.11.200


Team Partner and co-head of the Mergers and Acquisitions and Energy

practice areas.

Main areas of activity: mergers & acquisitions, privatization and electricity supply, distribution projects and insurance law.

Specialized in mergers and acquisitions transactions and in privatization projects in the energy field.



Member of the Bucharest Bar Association and of the specialized practice groups of Lex Mundi and World Services Group. Also member of the Energy Law Group.

Published numerous articles in professional journals regarding the energy market and the financial regulatory bodies.

Sustained presentations at several domestic and international conferences and seminars, regarding the energy legal framework and the management of mergers and acquisitions projects.

Gabriela Cacerea

PartnerT: +40 21.20.11.200


Team Partner and co-head of the Mergers and Acquisitions and Energy

practice areas.

Main areas of activity: mergers & acquisitions, privatization, oil industry, natural gas production and sales, renewable energy projects.

Specialized in negotiating and drafting commercial/administrative agreements (including concessions) and in managing complex legal analyses regarding corporate reorganization and energy projects.

She returned to NNDKP in 2008, after working with a major national oil company.

Law degree from University of Bucharest Law School (Magna cum Laude, 2001). Attended courses for drafting and negotiation of contracts in the oil and gas field at the University of Dundee (UK) – The Center for Energy, Petroleum, Mineral Law and Policy.

Member of the Bucharest Bar Association and of the specialized practice groups of Lex Mundi and World Services Group. Also member of the Energy Law Group.

Ruxandra Bologa

PartnerT: +40 21.20.11.200


Team Partner within the Dispute Resolution department.

Main areas of activity: litigation in disputes of civil law, intellectual property, commercial law, insolvency procedures, administrative and fiscal law, and also penal law.

Specialized in advising clients in relation to disputes in real estate projects and insolvency procedures.

Represents clients before the Romanian courts of law, as well as before the arbitration courts.


Law degree from the University of Bucharest Law School (Magna cum Laude, 2000).


Emil Bivolaru

PartnerT: +40 21.20.11.200



Main areas of activity: litigation in disputes of civil law, commercial law, corporate law, international commercial law, administrative law, fiscal law, insolvency law, labor law, public procurement and telecommunication law.

Represents clients before the Romanian courts, as well as in domestic and international arbitration proceedings. Experienced in FIDIC agreements projects.

Former judge of the Romanian courts of law.


Law degrees from Babes Bolyai Cluj-Napoca Law School (1991) and from the National Institute for Magistrates (1992).

Member of the Bucharest Bar Association and of the dispute resolution practice groups of Lex Mundi and World Services Group.

Simona Neagu

PartnerT: +40 21.20.11.200


Team Partner and co-head of the Tax Advisory Services division.

Main areas of activity: tax law.

Specialized in structuring of transactions in the most tax efficient manner, as well as in matters related to VAT, taxes on profits and/or income, local tax, EU directives with tax implications, application of treaties for the avoidance of double taxation and the tax treatment of stock option plans.

First joined NNDKP in 1995 and returned to the firm in 2006, after collaborating with an important consultancy company in the financial field.

Degree from the School of Administrative and Political Sciences. Law degree from the Ecological University Law School. Attended several traineeships at the International Bureau for Fiscal Documentation, Amsterdam.


Ana-Maria Miron

PartnerT: +40 21.20.11.200


Team Partner and head of the Real Estate practice area.

Main areas of activity: real estate, merges and acquisitions and corporate law, and financing aspects in the real estate transactions.

Extensive expertise in drafting due diligence reports, drafting and negotiating real estate documents, providing assistance on construction and development of real estate projects, such as office, residential projects, as well as shopping centers or industrial parks. Recommended by international handbooks, such as Chambers Europe.


Law degree from University of Bucharest Law School. European Law degree from the French – Romanian Legal College, affiliated with University of Paris 1 Pantheon-Sorbonne (1999).


Published numerous articles in domestic and international professional journals.

Ioana Niculeasa

PartnerT: +40 21.20.11.200



Main areas of activity: international commercial arbitration, intellectual property and civil litigation, malpractice, commercial and administrative law cases.

Specialized in litigation regarding commercial trademarks, copyrights, patents and industrial models and designs.

Represents clients before the Romanian courts, as well as before the International Arbitration Court.


Law degree from University of Bucharest Law School (1999).

Member of the Bucharest Bar Association, of the London Institute of Chartered Arbitrators and of the International Arbitration Association.

Member of the specialized practice groups of Lex Mundi and World Services Group.

Sorina Cretu

PartnerT: +40 21.20.11.200



Main areas of activity: administrative law, tax law, civil law and commercial law.

Constantly involved in specific proceedings in the areas of bankruptcy, employment and other regulatory matters.

Represents clients before the Romanian courts, as well as before the International Arbitration Court.


Law degree from University of Bucharest Law School (2001) and from the Administrative Sciences School of the National School of Political and Administrative Sciences. Also holds a legal Ph.D.


Published numerous articles in professional journals and also a series of legal books.

Madalin Niculeasa

PartnerT: +40 21.20.11.200


Location

Nestor Nestor Diculescu Kingston PetersenAttorneys and counselors

Bucharest OfficeBucharest Business ParkEntrance A, 4th Floor1A Bucuresti-Ploiesti National Road1st District, 013681, Bucharest, RomaniaTelephone: (40-21) 201 12 00Facsimile: (40-21) 201 12 10e-mail: [email protected]

Timisoara Office10 Coriolan Brediceanu StreetCity Business Centre, Building B, 5th floor300 011 Timisoara, RomaniaTelephone: (40-256) 202 133Facsimile: (40-256) 202 146e-mail: [email protected]

Brasov Office17 Mihail Kogalniceanu St., Building C4, 7th Floor500090 Brasov, Romania Telephone: (40-268) 547 824Facsimile: (40-268) 547 822e-mail: [email protected]

Craiova Office13 Septembrie St. no. 7, 6th Floor200530 Craiova, Romania Telephone: (40-351) 228 000Facsimile: (40-351) 228 005e-mail: [email protected]

W: www.nndkp.com

In 2009, NNKDP was declared by the reputed legal publication Chambers Europe “Law Firm of the Year 2009” in Romania and was ranked first in all practice areas researched in Romania by the most significant international specialized guides, Chambers & Partners, The European Legal 500 and IFLR 1000.

presentation for best friends 2010 clients and competences

Documents

romanian national company

largest romanian oil

largest transaction

project management company

premier cement company

international consortium

international tender

selected transactions