KPMG Legal - Toncescu & Partners SPRL

A new choice…

Because we deliver not only legal, but business solutions as part of an integrated KPMG team, underpinned by commerciality, quality and technology.

About KPMG Legal
KPMG Legal acts in Romania through Toncescu si Asociatii SPARL, a full service, young, dynamic and innovative Romanian law firm.

KPMG Legal is led by legal professionals with extensive experience and comprises a highly qualified team of lawyers, who are specialized and recognized as legal experts in several fields. Above all, we are committed to uncompromising legal excellence and innovation.

Our team has the right blend of lawyers with a strong academic background and legal technical savvy and always abreast of technological developments. We operate through a multidisciplinary approach and deliver integrated services to clients, while leveraging the extensive knowledge of legal and business experts from various fields and industries to provide insightful legal advice tailored to each client’s needs.

We are regularly ranked and awarded as a top tiers law firm in key practice areas.

What we do
Our firm focuses primarily on financial services and Fintech, technology law, data privacy/cyber security, corporate and M&A, litigation and dispute resolution, restructuring and insolvency and also has specialized practices in the areas of real estate and construction, employment, public sector and infrastructure, and competition and antitrust.

Over the last few years, our financial services practice has assisted clients in complex transactions with an aggregated value of over EUR 2.5 Bil.

The KPMG Legal team is breaking new ground in legal advisory to Fintech companies with innovative business models including in regulatory projects involving the National Bank of Romania and the Financial Supervisory Authority.

KPMG Legal’s M&A practice has led complex transactions in the financial services, FMCG, medical services, real estate and retail sectors.

Our litigation team has also successfully advised and represented in court and arbitration proceedings international and local companies in complex tax and commercial matters.

We have developed a highly qualified team on data privacy leading several projects on compliance with GDPR in the financial services, industrial, pharmaceutical and other industries.

Financial services
KPMG Legal’s financial services practice is a leader in the Romanian market and covers the full range of financial services companies. Our team has advocated the need of all players, including the authorities, to adapt and accept changes in the industry and has been involved in supporting their efforts in this respect. We have a rich track record in ground-breaking projects and we have been involved in many of the most prestigious projects in the market.

Our practice is ranked by prestigious legal directories such as IFRL and The Legal 500, and constantly received local awards.

Banking

• Authorisation of banks and financial institutions (e-money, NBFIs, payment institutions) with the National Bank of Romania
• Acquisitions of banks and financial institutions
• Executives on dedicated teams training
• Restructuring of NPL portfolios/NPL transactions
• Restructuring projects (mergers, spin-offs, transfers of business)
• Project finance
• Real estate finance
• Collateral management Products, sales/distribution
• Consumer protection law / payments transactions
• Leasing and factoring
• Financing public sector companies and entities
• Due diligence investigations and transaction assistance
• General compliance and monitoring the evolution of legal framework

Capital markets

• Capital market operations: initial public offerings, takeovers, bonds, securitizations
• Corporate governance
• Delisting process and squeeze-out
• Minority shareholders’ rights
• Market abuse
• Remuneration policies

Insurance and insurance distribution

• Licensing and passporting insurance, and insurance distribution services
• Insurance products, sales/distribution and liability to customers
• Terms and conditions, standard forms
• Corporate governance and compliance for insurers and distributors of insurance
• Liability to customers, indemnity review, claims management
• Due diligence investigations and transaction assistance
• General compliance and monitoring the evolution of legal framework
• Executives on dedicated teams training

Technology law
We use our extensive knowledge of the complex commercial and technical issues encompassing Romanian and EU regulatory frameworks, so as to assist clients in relation to complex outsourcing deals, e-commerce, as well as commercial and distribution issues for the new technologies.

We support our clients with legal advice on designing and negotiating contractual frameworks for complex IT transactions, licensing models and transactional due-diligence.

Our expertise

• Cloud computing
• Outsourcing
• Artificial intelligence
• Blockchain
• Fintech
• IT service contracts
• New market entry
• Technology-oriented transactions
• E-commerce

Data privacy/Cyber security
Whether our clients activate in industries relying on big data and analytics such as banking, pharma, retail, transportation or any other sector, personal information is increasingly an indispensable business asset.

We offer support on data privacy compliance programs and audits, our team being experienced and agile in identifying the best approach for the prevention of data or cyber incidents, or for responding to an incident in a timely and legally compliant manner.

• Compliance reviews
• Data security breach
• Advice on data protection implications under specific industry sectors (e.g. financial services)
• Data protection audits
• Cross-border data transfers
• Privacy litigation
• Whistleblowing
• Direct marketing and cookies
• Data governance

Corporate and M&A
At the core of our practice are services that are tailored to the specific characteristics of each project or transaction. The comprehensive scope of our services, the international reach of our resources and a professional and multidisciplinary approach define the experience clients have when working with us.

Corporate services M&A Services

• • Incorporations of legal entities
  • Corporate restructurings (mergers, spin-offs, changes of corporate form, shareholders’ exit from the companies and other forms of corporate restructuring)
  • Corporate liquidations and insolvencies
  • Cash-pooling
  • Corporate housekeeping and legal entity management
  • Corporate governance and regulatory compliance
  • Shareholder advice, including special legal audits and squeeze-outs
  • Shareholders’ meetings of listed companies (calling notices, invitations, storyboards, scenario planning, coordination share register, minutes, etc.)
  • Advice for senior management, boards of directors and their committees on a wide range of issues, including corporate governance and liability management
  • Drafting and negotiating pre-deal documents (e.g. LoI, MoU, NBO etc.)
  • Structuring transactions
  • Performing due diligence (buy-side and sell-side)
  • Drafting and negotiating transaction documents (share purchase agreement, asset purchase agreement, investment agreement, shareholders’ agreement)
  • Drafting and negotiating any other documents in relation to a transaction (escrow agreements, shareholders’ agreements, transitional support agreements)
  • Legal assistance up to and at closing of the transaction, e.g. assisting with / keeping track of fulfillment of any closing conditions / requirements; preparation, co-ordination and execution of the closing
  • Following-up with any formalities required (e.g. registration of the new shareholding in the trade registry, sending of any notices to public authorities, if required)
  • Advising on any legal issues after the closing (e.g. including drafting any notices of claim)
  • Following-up any supervision of rights / duties resulting from the transaction documents

Litigation and dispute resolution
KPMG Legal represents key clients in complex domestic and international litigation and arbitration proceedings as well as in alternative dispute resolution proceedings.

Our lawyers have been involved in global complex commercial litigation, tax litigation, white collar crime advice and strategic risk management advice, as well as competition law investigations.

Conflict resolution

• Domestic and international litigation
• Domestic and international arbitration
• Mediation
• Other alternative dispute resolutions

Areas of law

• Financial services
• Corporate law including post M&A disputes
• Employment law
• Insolvency and restructuring
• Public sector
• Competition law
• Construction law (including FIDIC)
• Insurance law
• Commercial contracts

Matters covered

• Conflict management / resolution
• Courtroom litigation (preliminary injunctive relief, proceedings on the merits, appeals)
• Crisis management
• External regulatory and criminal investigations
• Internal fraud investigations
• Regulatory compliance, regulatory investigation and regulatory challenges
• Counterparty risk and background check
• Criminal law defence

Insolvency and Restructuring

• • We offer integrated services with our partner, KPMG Restructuring. Our attorneys have many years of experience not just in advising distressed companies, but also in helping private and institutional creditors protect and enforce their rights against insolvent debtors. In every project, we offer strategic advice to our clients comprehensively assessing the options under commercial, corporate, labor, and insolvency law, as well as any other industry specifics.

    Our practice is ranked by prestigious legal directories such as Legal 500.

In&Out of Court assistance

• Insolvency analysis and liquidity planning
• Preparation, review, and monitoring of recovery plans, including measures to strengthen capital structure
• Insolvency law ramifications of business transactions

Debtor assistance

• Board member liability limitation
• Advising and representing debtors in insolvency
• Debt restructuring
• Performing and non-performing loans

Creditor rights

• Defending against insolvency petitions
• Representing creditors in creditor committees
• M&A in insolvency
• Business transfers
• Portfolio transfers

Intellectual property/digital media
As intellectual property can be the most valuable asset of a business, we will help enhance the value of your assets.

The legal advice provided by our Intellectual Property dedicated lawyers is based on a profound understanding of the Romanian and European legal framework.

• • Thanks to our experience, we are able to manage complex projects, identify potential risks and propose effective tailored solutions. The involvement of our lawyers provide an ideal legal environment for your IP projects, including but not limited to protecting and registering IP rights, selling and transferring IP portfolios, structuring complex contractual mechanisms etc.

Real estate and construction
We have extensive experience in advising national and international investors, project development companies and other companies within the real estate sector on complex real estate transactions. We have advised construction companies on various types of agreements including FIDIC contracts.

Real estate transactions

• Due diligence
• Contracts
• Construction and development
• Real estate finance

Real estate projects

• Asset management
• Assistance with concession projects
• Litigation and arbitration (including FIDIC arbitration)
• Development structures

Employment
Our lawyers offer tailored services adapted to the individual needs of our clients. Our team has the expertise and knowledge of a wide range of employment related issues and provides advice customized to the clients’ processes, corporate culture and business specifics.

Our international dimension adds value to our services, delivered based on local knowledge to clients with borderless businesses. We aim to meet client expectations with confidence, in a timely and reliable manner, based on independence, commitment to quality legal work and business focus.

We handle a wide range of your employment law challenges including preparation and review of employment contracts, assistance during disciplinary actions, dismissals, transfer of employees or related to bonuses, pension schemes and much more.

Our expertise

• • • • General employment law advice
      • Employer compliance (work time recording, overtime, night work, staff lease etc.)
      • Employee handbooks
      • HR policies & procedures
      • Collective bargaining agreements
      • Redundancy programs
      • Discrimination related assistance
      • Employees’ remuneration and incentive programs
      • Assignment structuring and assignment policies and processes
      • Due diligence
      • Start-up support
      • Employment advice during corporate restructuring processes (mergers, spin-offs, transfer of shares, business transfer)
      • Post-transaction compliance
      • Tailored training
      • Employment litigation

Public sector and infrastructure
KPMG Legal assists clients with structuring public procurement and concession projects, preparing tender documentation, providing tender evaluation assistance, and supporting with public procurement law scrutiny. Our lawyers have extensive FIDIC-related expertise both in drafting and offering legal assistance in relation to FIDIC contracts and in assisting and representing clients in FIDIC arbitration or dispute resolution.

Public procurement and concessions

• • • Structuring the public procurement and concession process
    • Drafting tender documentations
    • Public procurement law scrutiny of the contractual relationships of municipal entities; Publicprocurement law scrutiny of public-private cooperation
    • Public procurement disputes
    • Tailored training

Public-private partnerships (PPPs)

• • • Assistance in determining project suitability for PPP structuring and execution in conformity with public procurement law
    • Structuring of procurement processes
    • Coordination with regulatory authorities, subsidies authorities, and tax authorities
    • Contract management
    • PPP-related disputes

Infrastructure and construction works

• • • Legal assistance related to project management
    • Legal assistance related to project financing
    • Legal assistance with preparation of feasibility studies
    • FIDIC contracts
    • FIDIC-related disputes
      

      State aid

    • State aid law scrutiny of the contractual relationships of municipal entities
    • Assistance in conducting private sector investor tests
    • Review of the funding structures of municipal enterprises and assistance in modifying such structures
    • Drafting Applicants’ Guides

Competition and Antitrust
Businesses face increasing risks due to complexity of transactions and growing pressure from the authorities. Therefore, legal support in antitrust and competition law is an essential component of a state-of-the-art compliance structure. KPMG Legal works together as necessary with compliance, forensic and financial specialists of KPMG Advisory and offers a truly comprehensive approach to minimize legal risks.

Energy and natural resources
We advise a wide range of companies operating in the energy and natural resources sectors on a broad array of legal issues. The energy and natural resources practice group has proven expertise in all areas of relevance for the energy sector, including wind and solar energy projects.

Due diligence

• Transaction assistance
• Regulatory and compliance issues
• Licensing
• Drafting/reviewing specific contracts
• Incentive regulation
• Renewable energy
• Power plant projects
• Joint ventures
• Mergers and acquisitions
• Project financing