Simona Merdariu is a managing associate of Voicu & Filipescu. She focuses her practice on banking and finance, capital markets, corporate and commercial, mergers and acquisitions (particularly in transaction structuring, acquisition related matters, project management with expertise on financing projects, complex due diligence investigations including real estate issues/construction issues, drafting and negotiating the transaction documentation up to completion and further implementation), insolvency, business restructuring, and litigation.
Her relevant experience includes advising banks/non-banking financial institutions, insurance companies, financial investment companies, asset management companies on various regulatory requirements and commercial legal matters, but also on complex related projects such as preparing the loan documentation, securities and other ancillary documents, representation in front of the regulators, assisting and representing in legal disputes regarding the decisions of the supervisory authority on various aspects. She also advises public institutions/entities, private entities on complex project finance or capital markets related projects (take-over offers and squeeze-out procedures, share buy-back and stock option plans) and represents the (majority or minority) shareholders’ interests in listed companies.
Simona is also a graduate in economics (banking and finance specialization), in addition to her degree in law.
|Education||Law School – Dimitrie Cantemir University (2004)
Bachelor Degree in International Business Affairs and Administration – The Academy for Economic Studies (2004)
|Memberships||Bucharest Bar Association|
|Languages||Romanian, English, German|
Representative Projects ...
|Part of the team assisting as legal advisor of the Romanian subsidiary of a major Hungarian Bank, on the M&A deal regarding the intended acquisition of the Romanian operations of a Bank – Member of National Bank of Greece Group (includes acquisition of equity and sub-debt participation, refinancing all intra-group loans by the purchaser group, as well as purchase of loans granted booked in Malta or London Branch); rendered services include obtaining acquisition clearance from the National Bank of Romania, as well as on other conditions for closing.|
|Assistance to the shareholders of an important Romanian insurance company in the efforts of attracting investors, respectively sale of the entire participation in the company on all phases of the clarification of legal aspects with JC Flowers, including assistance in negotiations, drafting documentation and closing the transaction with the runner-up.|
|Assisted the Romanian subsidiary of the world’s leading B2B2C specialist for the global automotive business in restructuring its Romanian subsidiary by transformation in a branch through a cross-border merger.|
|Assisting an insurance company part of an important regional financial group in the acquisition from the largest bank in Greece of the nonlife portfolio of an insurance company and in the subsequent acquisition of the 100% ownership in said insurance company.|
|Assisted the leading financial services organization in Cyprus and the borrower in connection with a complex the refinancing transaction of a hotel, with the occasion and corroborated with the indirect sale of the bank participation in the borrower.|
|Assistance to the subsidiary of a major regional financial-banking institution, acting as lender, facility agent and security agent, in the project by which a syndicate coordinated and arranged by a major Austrian Bank re-financed the existing loan facility of USD 137 million to the most important Romanian aluminium producer, with a 30 million top-up as a non-funded facility (for issuance of surety bonds).|
|Involved in the M&A deal regarding the acquisition of a bank’s operations in Romania by a major Hungarian Bank; rendered services include obtaining merger clearance from the Romanian Competition Council and the National Bank of Romania, regulatory aspects and general assistance on the two banks’ business integration in the form of a legal merger|
|Assisting a financial group with presence in the European market in the tentative acquisition of a small Romanian bank.|
|Assisting a financial group from US in the tentative acquisition of a small Romanian bank with freezed activity.|
|Assisted international and local financial groups and other entities in their day-to-day corporate, regulatory and commercial matters, as well as in the process of business consolidation, restructuring activities, acquisitions or launching new business lines and products, either by applying for the specific licenses or passporting such licenses from other EU states. Law court representation in various shareholders disputes, disputes with creditors or other partners or competitors or advising in settlement procedures.|
|Advised one major banking group on restructuring of specific loans portfolio and implementation of several sales of related loan receivables treated on or off-balance sheet by the bank to various third-party specialized receivables recovery local or foreign entities. Drafting the non-performing loan receivables sale-purchase agreement and attending negotiation of the related terms and conditions.|
|Assisted one of the most important Czech private equity funds in the acquisition of the majority position in two Romanian insurers, one of them being a listed company, and the business recapitalization and re-launch, representations before the Insurance Surveillance Commission, the Securities Commission, the Bucharest Stock Exchange, the Central Depositary.|
|Assisted a major independent international private equity group in the process of sale its majority position in two Romanian insurers, including drafting of the master sale-purchase agreement, assessing and negotiation of the related representations and warranties, preparing the documentation for obtaining the necessary approvals from the competent authorities, representations before the competent authorities.|
|Involved in the acquisition of the majority position in one local Romanian insurer by one of the most important European insurer, assisted before the Insurance Surveillance Commission.|
|Assisted local and foreign insurance entities in their day-to-day corporate and regulatory matters, including financial matters such as solvency, liquidity, technical reserves, risk management and represented them in front of relevant authorities regarding the conduct of business. Drafting various memoranda on specific issues regarding their business activities and representing their interests before the supervisory authority.|
|Assisted one major Austrian asset management company in the procedure for passporting of 11 investment funds in Romania, advised on specific distribution and marketing rules, assisted in their day-to-day corporate and regulatory matters, including the assessment of the compliance with the Romanian law and application of the rules under UCITs Directive. Discussions with the Securities Commission and the National Bank for identification of the adequate business structure in respect to local distribution through a passported investment firm, the foreign settlement procedure and custody, briefly assessing the issue of data protection and tax implications.|
|Advised a Bucharest District city hall on legal compliance of the tender documentation and requests for clarification within the specific tender procedure regarding the buildings’ energy rehabilitation program financed by an European Bank, assisting and representing in disputes in front of the National Council for Solving Complaints and further in front of the law court;|
|Advised the local water company, public entity responsible for construction, development and rehabilitation of the water sewerage system for a Romanian county, on legal compliance of specific tender procedures in implementation of the Water System Operational Program and further implementation of the awarded contract; assisted and represented the interests of the public entity in disputes in front of the National Council for Solving Complaints and further in front of the law court; advised in legal disputes with the management authority (the Environment Ministry) and the supervisory authority (ANRMAP) regarding the sanctioning measures consisting in financial corrections/reductions applied for irregularities within the tender procedures;|
|Assisted and represented a Bucharest association, beneficiary of EU funds in the Regional Operational Program (POR- Axa 3), in legal disputes with the management authority (Ministry of Regional Development and Public Administration -MDRAP) regarding the financial sanctioning measures applied for irregularities within the related tender procedures, as regulated by the GEO 66/2011);|
|Involved in assessing the legality of the tender procedures and implementation of the awarded contracts regarding the construction and rehabilitation of specific segments of national and local roads under the National Infrastructure Development Program as regulated by GEO 14/2012, for the envisaged private banking financing of the awarded constructor.|