Popovici Nitu Stoica & Asociatii > Bucharest, Romania > Firm Profile

Popovici Nitu Stoica & Asociatii > Firm Profile

Firm Overview:

Popovici Nitu Stoica & Asociatii is a leading Romanian independent law firm. Established in 1995, as one of the first incorporated partnerships, the firm brings together strong local resources, with exceptional credentials, outstanding records and distinguished careers in law, business and academia. The Bucharest office today groups 70 qualified lawyers and tax advisors.

Focusing traditionally on the private sector and foreign investment projects, Popovici Nitu Stoica & Asociatii is acknowledged by the vast majority of observers and peers as “the transactional law firm” among the market leaders. The Firm has constantly been involved in the majority of the M&A transactions in Romania from various industries such as Energy, Healthcare, Retail, IT, Financial Services, Telecoms and Real Estate.

Main Areas of Practice:

Mergers & Acquisitions

4 Partners, 24 fee earners based in Romania

M&A expertise is central to the firm’s practice. It brings together and integrates the expertise of other acknowledged practice groups within the firm, such as capital markets, tax, competition & antitrust and litigation.

Popovici Nitu Stoica & Asociatii is involved in some of the largest transactions of each year, an aspect also usually acknowledged by the Romanian Financial Newspaper (Ziarul Financiar) through its yearly awards: largest office real estate transaction outside Bucharest in 2019; largest transaction in Retail in 2019; largest transaction in the Medical Services sector in 2019; largest transaction in Real Estate in 2018, largest transaction in the building materials sector in 2018, largest transaction in Real Estate in 2016, largest transactions in Retail in 2015, largest transactions in IT and FMCG in 2014; largest IT&C transaction in 2013, largest AGRO/FMCG transaction in 2013, largest AGRO/FMCG transaction in 2011, largest transaction in the financial industry in 2011, largest IT&C transaction in 2010, largest transaction in healthcare in 2009 and largest transaction in energy in 2009.

Recent assignments:

• Mark Twain IS on the sale of a majority stake to Morphosis Capital Fund.
• Safety Broker on the acquisition of Globasig Broker de Asigurare-Reasigurare.
• Electromontaj on the acquisition of a controlling stake in the insurance company ABC Asigurari – Reasigurari SA.
• Baupartner on the sale of Bauelemente to Romcim.
• Cemacon on the acquisition of Euro Caramida.
• Brain Hospital on the acquisition of the neurosurgical business of Monza Hospital.
• BICO Industries on the acquisition of Iranga Technologijos.
• Auchan Romania on the sale of the former Ford Plant to One United.
• Swedish group Enea on the sale of Enea Services Romania to AROBS Transilvania Software.
• Provita and its owners on the sale of a controlling stake of 51% to MedLife, along with putting in place the shareholders’ agreement for future developments.
• Romanian Business Consult (RBC), a company owned by Oresa, on the acquisition of (i) Fullscreen Digital and (ii) SmartPay Software (SPS).
• Via-Trend on its acquisition of SNACK 4U CONCEPT.
• Prefera Foods on the sale of the meat business to Morad Group.
• IROS BRAVE 21 on the sale of Pecineaga 48MW onshore wind power project.
• Electromontaj on the acquisition of Hidroconstructia, the largest Romanian company specialized in the field of hydropower and hydrotechnical constructions.

Key clients: Akzo Nobel, Ameropa, Auchan, BICO Industries, Brain Hospital, Cemacon, Certinvest, DB Schenker, Dedeman, Enea, Orange, Oresa, Property Fund, Provita, RBC, Verdino Green Foods

Contact: Florian Nitu / Bogdan C. Stoica / Silviu Stoica / Irina Ivanciu

E-mail: florian.nitu@pnsa.ro / bogdan.stoica@pnsa.ro / silviu.stoica@pnsa.ro / irina.ivanciu@pnsa.ro

Banking & Finance:

1 Partner, 4 fee earners based in Romania

• A worldwide leading Swiss grain and fertilizer producer and trader on the successful €542m refinancing of its main Revolving Credit Facility in Romania.
• One of the largest Lebanese banks on a new €22m real estate financing granted to a strategic real estate developer for refinancing of outstanding banking facilities availed by third party banks and assisting in their working capital needs and reimbursement of shareholders’ loans.
• A real estate investor on two credit facilities in a maximum amount of EUR 53.7M from Raiffeisen Bank in relation with the acquisition of a real estate project.
• A major energy distributor and its Romanian subsidiaries in relation to contracting several credit facilities, amounting to more than EUR 500M.
• A Belgian private financier on the granting and securing a €14m financing to one of the main port operators in Midia and Constanta Harbours in view of developing further infrastructure facilities.

Key clients: Ameropa, Binance, Banque Banorient France, BRD Société Générale, Deutsche Leasing, Oresa, Vabeldi, WDP

Contact: Bogdan C. Stoica

E-mail: bogdan.stoica@pnsa.ro

Competition & Antitrust:

1 Partner, 5 fee earners based in Romania

• Hewlett Packard in connection with a Competition Council investigation into alleged abuse of dominance.
• Simavi, an IT company part of SIVECO group of companies, in connection with a complaint submitted with the Competition Council regarding a potential anticompetitive behaviour of a contracting authority.
• Albalact, Covalact and Dorna Lactate (Lactalis companies), one of the top Romanian dairy producers, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU on the butter market.
• Kontron Services (former S&T Romania), one of the top Romanian IT companies, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU in the context of a bid-rigging.
• Bunge Romania, one of the top Romanian oil producers, in connection with an investigation launched by the RCC with respect to alleged breaches of article 5 of the Competition Law no 21/1996 and 101 (a) of the TFEU on the production market of sunflower oil.
• Cemacon in obtaining the clearance decision from the Competition Council with respect to the transaction by which Cemacon acquired sole control over Eurocaramida SA.

Key clients: Akzo Nobel, Ameropa, Auchan, Bunge, Cemacon, Dedeman, Hewlett-Packard, Kontron Services, Lactalis, Medtronic, New Kopel, Orange, Oresa, Property Fund, Simavi

Contact: Mihaela Ion

E-mail: mihaela.ion@pnsa.ro

Real Estate:

5 Partners, 13 fee earners based in Romania

• Hexagon Group in connection with the acquisition of the former Tehnofrig platform in Cluj-Napoca.
• PAVAL HOLDING on the acquisition of U Center 1 from Forte Partners.
• WDP on two new sale-and-leaseback acquisitions of two different automotive production units.
• Romconsulting International on the sale of 55 Calea Floreasca office building to Noyoco Studio.
• A real estate investment company on the restructuring of its flagship and retail office projects in Bucharest, in an investment exceeding €200 million.
• Meta Estate Trust on launching its IPO and further on listing its shares on the AeRO market of the Bucharest Stock Exchange.
• Encore Capital Trust (ECT) on the first round of financing by attracting capital from several strategic investors.
• ERES & Mercury Development on the acquisition of Astra Romana Refinery from New Century Holding.
• Oresa on the acquisition of the former Armonia Arad shopping centre from Immofinanz.
• Redport Capital and Mobexpert on the acquisition of a 44,000 sqm land plot located opposite Petrom City.
• VGP Group in connection with the development of certain VGP Parks projects in Romania, consisting in a chain of logistics and warehouses.
• Hexagon Group in connection with (i) the acquisition of the Ferrosan plant from GSK, and (ii) the development and forward sale of a large mixed-use office, retail and residential project known as Hexagon District Project.

Key clients: Auchan Group, Cross City & Estoria, Dedeman, DSV Solutions, GLL, Hexagon Group, Ipso, Knight Frank, Lactalis, LINCOLN ELECTRIC, P3 Logistic Parks, Redport Capital, S IMMO, Uniqa Real Estate, VGP Group, WDP

Contact: Florian Nițu / Valentin Creața / Ioana Șampek / Bogdan. C Stoica / Irina Ivanciu

E-mail: florian.nitu@pnsa.ro / valentin.creata@pnsa.ro / ioana.sampek@pnsa.ro / bogdan.stoica@pnsa.ro / irina.ivanciu@pnsa.ro

Intellectual Property:

1 Partner, 3 fee earners based in Romania

• WTA world number 1 tennis player Simona Halep on the negotiation of contracts with sponsors, TVs, equipment producers and, generally, on all her IP related matters.
• Romanian swimming superstar David Popovici in connection with various partnerships involving the assignment and use of IP rights, registration of trademarks, negotiation and execution of various endorsement contracts with high-profile partners such as Raiffeisen Bank, Omega, MedLife, Arena, Macromex, as well as various infringements of the rights over his imagine by various third parties and on all his legal and tax matters.
• PlantExtrakt in registering and defending its IP rights over “Nasirus” trademark.
• Romanian football star Gheorghe Hagi in connection with various partnerships involving the assignment and use of IP rights in favour of a worldwide digital player as well as in relation to the negotiation with various TV producers in respect of assigning the rights for the creation of a lifetime documentary on the life of Gheorghe Hagi.

Contact: Bogdan. C Stoica

E-mail: bogdan.stoica@pnsa.ro

Energy & Natural Resources:

2 Partners, 4 fee earners based in Romania

• PPC Renewables (former Enel Green Power) on various development, investment and acquisition of wind and solar farm projects.
• Fondul Proprietatea in all litigation initiated against the Romanian State’s and ANRE’s decisions to re-establish the regulated market for the energy supplied to household consumers. We also assist Fondul Proprietatea with their requests to the European Commission to intervene on this matter.
• VGP in connection with a renewable energy project consisting of energy generation by using rooftop PV panels.
• Azomures SA (the largest producer of fertilizers in Romania, part of the Swiss Ameropa Group) on (i) negotiating and concluding the bilateral gas and power supply agreements for the Azomures fertilizers production facility in Tg. Mures; and (ii) drafting position papers of Azomures, as the main actor in the fertilizers industry, on the package of draft legal enactments setting up compensation schemes for gas and power consumers and, particularly, on the exclusion from the compensation scheme of industrial actors benefiting of Greenhouse Gas Emissions Allowances.
• A major electricity distributor engaged us to perform a thorough legal review of the unbundling rules proposed by the company’s shareholders.
• Axpo Solutions AG, part of the Swiss based energy giant Axpo Group, on (i) the conclusion of a long-term financial power purchase agreement (PPA) for an onshore windfarm with Macquarie; and (ii) the interpretation of various legal provision in the legal framework dealing with compensation schemes for gas and power consumers including, without limitation, on the limits of dealing with the suppliers and clients in bilateral contracts as well as on applying for compensations.

Key clients: Ameropa, Ansaldo Nucleare, Axpo Solutions AG, Electrica, PPC Renewables (former Enel Green Power), Property Fund

Contact: Vlad Neacsu / Florian Nitu

E-mail: vlad.neacsu@pnsa.ro / florian.nitu@pnsa.ro

PRACTICE AREAS

Agribusiness

Banking & Finance

Capital Markets

Competition & Antitrust

Consumer & Retail Goods

Corporate & Commercial

Data Privacy

Employment & Pensions

Energy & Natural Resources

Environmental Compliance

Gambling & Betting

Healthcare & Pharmaceuticals

Insurance

Intellectual Property

International Arbitration

Litigation

Mergers & Acquisitions

Project Finance/PPP, Concessions & Infrastructure

Public Procurement

Real Estate

Restructuring & Insolvency

Sports Law

Tax

Telecommunications, Media & Technology

Transports & Logistics

White Collar Compliance & Defence

OFFICES

ROMANIA

BUCHAREST: 239 Calea Dorobanti, 6^th Floor, 1^st District

Postal Code 010567

Tel: +40 21 317 79 19

Fax: +40 21 317 85 00

Email: office@pnsa.ro

Bucharest, Romania

Bucharest, Romania

Lawyer Profiles

Photo	Name	Position	Profile
	Mr Vlad Ambrozie	Managing Associate	View Profile
	Mr Alexandru Ambrozie	Partner	View Profile
	Mrs Ioana Cazacu	Managing Associate	View Profile
	Mr Valentin Creața	Partner	View Profile
	Mr Ciprian Donțu	Partner	View Profile
	Mrs Luana Dragomirescu	Of Counsel	View Profile
	Ms Mihaela Ion	Partner	View Profile
	Ms Irina Ivanciu	Partner	View Profile
	Ms Ela Marin	Managing Associate	View Profile
	Mr Vlad Neacșu	Partner	View Profile
	Mr Florian Nițu	Managing Partner	View Profile
	Mrs Raluca Petrescu	Partner	View Profile
	Mr Ernest-Virgil Popovici	Senior Partner	View Profile
	Mr Bogdan C. Stoica	Deputy Managing Partner	View Profile
	Mr Silviu Stoica	Partner	View Profile
	Ms Anca Irena Tudorie	Partner	View Profile
	Mrs Ioana Șampek	Partner	View Profile
	Mrs Ilinca Ștefănescu-Goangă	Partner	View Profile

Focus On

Recognition and Enforcement of Foreign Judgments and Arbitral Awards in Romania

Applicable legal framework

Under Romanian law, foreign judgments are jurisdictional acts, whether contentious or not, issued by courts, notaries or any other competent authority from a non-EU state. Similarly, foreign arbitral awards are international or national arbitral awards rendered in a foreign state and which are not considered national judgments in Romania.

In principle, the Romanian law requires foreign judgments and awards to undergo a recognition and enforcement judicial process in order to produce effects on the Romanian territory. This procedure is commonly known as the exequatur. There are, however, some notable exceptions, such as the court judgments falling under Regulation (EU) no. 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the “Regulation no. 1215/2012”) or the foreign arbitral awards issued based on international conventions (e.g. ICSID Awards).

Romanian courts, in general, have a very pro-recognition and enforcement approach. As long as there are no valid grounds for a refusal, the recognition and enforcement of a judgment/award on the Romanian territory may be obtained relatively swiftly.

The recognition and enforcement of foreign judgment and awards is regulated in Romania under the Civil Procedure Code (the “CPC”). Nevertheless, Romania is a member of the European Union and has ratified several international legal instruments relevant for the recognition and enforcement of such judgments and awards (for example, the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 – the “New York Convention”).

Depending on the type of foreign judgment or award, there may be four applicable main regulations when seeking its recognition and enforcement in Romania:

Foreign court judgements

• For court judgments rendered in a non-EU state: arts. 1094-1110 CPC are applicable (exequatur procedure), unless other international instruments which Romania has ratified are applicable (for example The Hague Convention on Jurisdiction, Applicable Law, Recognition, Enforcement and Co-Operation in Respect of Parental Responsibility and Measures for the Protection of Children, dated 19 October 1996);
• For court judgments (civil/commercial) rendered in an EU Member State: the Regulation no. 1215/2012 is applicable (simplified procedure); for court judgements in matters not covered by Regulation no. 1215/2012, the relevant EU Regulation is applicable (e.g., the Regulation no. 2201/2003 concerning jurisdiction and the recognition and enforcement of judgments in matrimonial matters and the matters of parental responsibility), or the general provisions of the CPC (where no regulation is applicable);
• For court judgments rendered by a court selected through a choice of court agreement: the Hague Convention on Choice of Court Agreements dated 30 June 2005 is applicable.

Following the UK’s withdrawal from the European Union, the recognition and enforcement of court judgments (civil/commercial) issued in the UK is done by applying:

• the Regulation no. 1215/2012 for the procedures initiated in the UK before 31 December 2020;
• the provisions regulating the exequatur under the CPC (unless other international instruments which Romania has ratified are applicable), for procedures initiated in the UK after 31 December 2020.

Foreign arbitral awards

• either the New York Convention or arts. 1124-1133 CPC is applicable (exequatur procedure), depending on the regime more favourable for recognition and enforcement.

2) The exequatur procedure before Romanian courts

The exequatur procedure starts with the filing of a request for the recognition and enforcement of a foreign judgment/award with the competent national court. The court may only examine the decision from the perspective of the fulfilment of the formal conditions and as to whether any grounds for the refusal of the recognition and enforcement may be at play. The court may not evaluate the decision on its merits, nor can it amend it in any way.

After the exequatur is granted, the judgment/award benefits from the res judicata effect on the Romanian territory, and its forced execution may begin in Romania.

What must the request contain?

The request must clearly state whether the applicant seeks only the recognition of the decision, only its enforcement (in case of a previously recognised decision), or both the recognition and enforcement.

The applicant must also show that the conditions on the merits for obtaining the exequatur are fulfilled:

• that the decision is final and/or enforceable, as the case may be, at the state of origin

We note that, according to the CPC, arbitral awards only need to be binding, not necessarily final. Therefore, certain arbitral awards which may be subject to an appeal on the merits (e.g. under the GAFTA Arbitration Rules Rules) could be subject to the exequatur procedure before the conclusion of the appeal proceedings.

• that the issuing body had jurisdiction

The Romanian court verifies whether the court judgment was rendered by the competent court in the state of origin or, as the case may be, by the court chosen according to the provisions of the Hague Convention of 30 June 2005. In case of arbitral awards, the court verifies whether the dispute could be settled by arbitration in Romania.

• that there is reciprocity between Romania and the state of origin (in case of court judgments rendered by a non-EU state or arbitral awards issued in a state which has not ratified the New York Convention 1958)

In theory, the reciprocity is presumed according to art. 2561 of the Romanian Civil Code. However, in practice, Romanian courts sometimes request for the reciprocity to be proved. To this end, the Ministry of Justice is requested to verify whether there is reciprocity between Romania and the state of origin.

Moreover, the request must be accompanied by:

• the copy of the foreign judgment or award;
• the documents which prove the fulfilment of the conditions on the merits, as the case may be;
• the choice of court agreement (in case of an application under the Hague Convention of 30 June 2005;
• the arbitration agreement in original or copy (in case of an application for the recognition and enforcement of an arbitral award).

Furthermore, certain formal conditions must be observed:

• documents which are not in the Romanian language must be accompanied by a certified translation into Romanian;
• documents issued by foreign bodies shall be legalised in the state of origin and by the Romanian diplomatic mission or consular office, unless (i) they were issued in states which are members of the Hague Convention 1961, in which case the documents must bear the apostille, or (ii) in case of a bilateral convention abolishing the requirement of an apostille, in which case the documents issued in the other state do not require neither legalisation, nor the apostille.

Where does the request need to be filed?

The request for the recognition and enforcement of any judgment or award must be filed with a certain district court. The specific district court will vary, depending on the subject matter of the request:

• in case of foreign court judgments, the competent district court is located (i) at the place where the person refusing the recognition is domiciled (for the recognition request), or (ii) at the place where the enforcement is going to be done (for the enforcement request);
• in case of foreign arbitral awards, the competent district court is located at the place where the person against whom the award was made has its domicile or headquarters.

If the aforementioned places cannot be determined, the Bucharest District Court shall have jurisdiction.

What are the applicable time limits?

In Romania, the right to obtain the forced execution is subject to a statute of limitations period of 3 years (or of 10 years, in case of decisions pertaining to rights in rem), unless the law provides otherwise. In case of court judgments and arbitral awards, the limitation period starts from the date when they became final (art. 706 CPC).

The application for the recognition of a foreign court judgment or foreign arbitral award interrupts the limitation period for obtaining the forced execution.

What rules are applicable to the court proceedings?

The rules for ordinary court proceedings regulated by the CPC are applicable also for exequatur proceedings.

As a rule, the exequatur proceedings are conducted inter partes. By way of exception, they may also be concluded without the parties being summoned, if the respondent agreed with the exequatur being granted.

Does the challenge to the foreign judgment/award suspend the exequatur proceedings?

The challenge to the decision which is subject to the exequatur (such as the action to set aside the arbitral award at the seat of arbitration) does not automatically suspend the exequatur proceedings pending before the Romanian courts.

However, a party may request the Romanian court to suspend the exequatur proceedings until the resolution of the challenge to the decision subject to the exequatur. The general grounds for suspending the civil trial provided by the CPC are also applicable in the exequatur proceedings:

• when the resolution of the dispute depends, in whole or in part, by the existence or non-existence of a right which forms the basis for another trial;
• when, in a similar case, a preliminary ruling request has been submitted with the Court of Justice of the EU;
• when criminal investigations have been commenced for an offence which could have a decisive negative effect over the decision which would be rendered in the proceedings.

Moreover, art. 1130 CPC provides a particular case of suspension of the exequatur of foreign arbitral awards. The exequatur court may suspend the proceedings if the annulment or the suspension of the arbitral award had been requested to the competent authority in the state where the award was rendered or in the state according to the law of which the award was rendered. The suspension is not mandatory, but is left to the discretion of the court, which may consider the following criteria in its assessment of the request:

• the merits of the request for the annulment or suspension of the arbitral award;
• the time left until the resolution of the request;
• the damage which may be suffered by the creditor and debtor.

In this latter case, the court may order the requesting party to give security, in the amount of up to 20% of the value of the request (or a maximum of 10,000 RON, approximately 2,000 EUR) according to art. 1057 CPC.

How long until a final decision is rendered?

The proceedings in the first instance usually take between 3-6 months until they are concluded and a court decision is rendered. If there are grounds for multiple postponements due to procedural issues, it may take even longer. In all cases, the decision of the court of first instance is subject to an appeal, which must be filed within 30 days from the communication of the decision (it may take between 1-3 months for the decision to be drafted and communicated). Therefore, if the respondent does not appeal the decision whereby the recognition and enforcement of a judgment/award was granted, the exequatur decision could become final in 6-9 months from the filing of the application.

If the first instance decision is appealed, the appeal proceedings would add a further approximately 3-6 months to the duration of the procedure. In case of requests for the recognition and enforcement of arbitral awards, the decision of the court of appeal is final. However, in case of requests for the recognition and enforcement of court decisions, the decision of the court of appeal may be further challenged by way of a final appeal, which also takes around 3-6 months to be concluded.

All in all, one may expect to obtain exequatur of a foreign arbitral award in up to 15 months, and the exequatur of a foreign court decision in up to 2 years, from the date of filing the application.

How much does it cost?

The stamp duty for filing an exequatur application is a fixed amount of 20 RON (approximately 4 EUR). The party filing an appeal against the decision of the court of the first instance must also pay a stamp duty of 20 RON. In order to file a final appeal against the decision of the court of appeal (in case of requests for the recognition and enforcement of foreign court decisions), the stamp duty is of 100 RON (approximately 20 EUR).

In addition to the stamp duty, the applicant may incur additional costs for the translation of documents into Romanian, for the legalisation/apostille formalities, as well as legal assistance and representation fees.

In principle, these trial costs are recoverable by the claimant from the losing party, in case the exequatur is granted and the court awards the trial costs further to the claimant’s request. However, the court may reduce the awarded legal assistance and representation fees if it finds them to be disproportionate by reference to the complexity of the case or to the activities performed by the counsel.

3) The simplified procedure under the Regulation no. 1215/2012

As opposed to foreign court decisions issued in a non-EU state, the recognition and enforcement of court decisions issued in a EU Member State does not require undergoing an exequatur procedure, but a simplified procedure, as regulated under Regulation no. 1215/2012.

According thereto, a certificate is issued by the court which rendered the decision in question, which contains information such as (i) a description of the decision, (ii) the mention that the decision is enforceable, and (iii) relevant information regarding the calculation of interest.

In view of enforcing the decision in Romania, no application to the Romanian courts needs to be made. The certificate is submitted with the competent bailiff together with a copy of the decision and the translations into Romanian, as the case may be. The bailiff may then proceed with the forced execution of the decision.

In turn, the person against whom the decision was rendered may request the competent district court to refuse the recognition and enforcement of the decision on the Romanian territory.

4) Grounds for the refusal of the recognition and enforcement

The recognition and enforcement of a foreign judgment or award may be refused only based on limited grounds that are expressly provided in the applicable legal framework.

The grounds for refusal mainly concern (i) the breach of the public order, (ii) the breach of the right to a defence, (iii) problems regarding the jurisdiction or the constitution of the court or arbitral tribunal which rendered the decision, or (iv) the lack of the final or binding nature of the decision. These overarching grounds are common among the regimes regulated by the CPC, the Regulation no. 1215/2012 and the New York Convention. Nonetheless, there are certain additional grounds for refusal which pertain to only one or two of the regimes. For example:

• When the CPC is applicable, the recognition and enforcement is refused (i) if the foreign court judgment was obtained exclusively in order to elude the applicable law according to the Romanian private international law, or (ii) if the dispute was settled between the same parties through a decision (even non-binding) of the Romanian courts, or it is pending before the Romanian courts at the date of the initial request to the foreign court;
• When the CPC or the Regulation no. 1215/2012 is applicable, the recognition and enforcement is also refused if the judgment is irreconcilable with a judgment previously rendered beforehand between the same parties;
• In case of foreign arbitral awards, the recognition and enforcement may be refused on the grounds of irregularities pertaining to the arbitration agreement (for example, if the parties did not have the legal capacity to enter into such agreement, or if the arbitration agreement is invalid according to the rules applicable to it).

We note that even the common grounds for refusal may be different depending on the type of decision subject to recognition and enforcement. For example, in what concerns the ground for refusal for breach of the public order, there are certain nuances in the legal provisions which suggest different conditions for the refusal of the recognition and enforcement of foreign court judgments than those for the refusal of the exequatur of foreign arbitral awards or those for the refusal of the recognition and enforcement of EU court judgments:

• 1097 (1) a) CPC provides that the recognition and enforcement of a foreign court judgment (outside of the EU) may be refused if it is “manifestly contrary to the public order of Romanian international private law”;
• 45 (1) (a) of the Regulation no. 1215/2012 provides that the recognition and enforcement (of a court judgment issued by an EU Member State) shall be refused “if such recognition is manifestly contrary to public policy (ordre public) in the Member State addressed”;
• 1125 CPC provides that foreign arbitral awards may be recognised and enforced in Romania if the award “does not contain provisions contrary to the public order of Romanian international private law”.

5) The recognition and enforcement of decisions ordering interim measures

The Romanian law has different approaches when it comes to the recognition and enforcement of decisions ordering interim measures, depending on the type of decision:

• The CPC does not allow the enforcement on the Romanian territory of foreign court judgments (outside of the EU) ordering interim measures and those which may be enforced only provisionally;
• The enforcement of provisional and protective measures contained in a court judgment issued in a EU Member State is allowed in Romania by virtue of art. 35 of the Regulation no. 1215/2012, unless the judgment containing the measure was not served on the defendant prior to enforcement;
• Interim measures ordered by the arbitral tribunal through an “award” (as opposed to an order) could (in theory) be enforced in Romania following an exequatur procedure, only if the court interprets the decision so as to fall under the meaning of “arbitral award” for the purposes of art. 1124 CPC “any internal or international arbitral award rendered in a foreign state and which is not considered a national decision in Romania”;

Conversely, interim measures contained in a procedural order issued by the arbitral tribunal or those ordered by the emergency arbitrator before the constitution of the arbitral tribunal may only be enforced voluntarily in Romania, and are not subject to forced execution.

6) Enforcing the judgment or award after its recognition and enforcement was granted

If the judgment or award is not complied with voluntarily even after its recognition and enforcement on the Romanian territory was granted, the creditor may commence forced execution proceedings of the debtor’s assets, in accordance to the provisions regulated by the CPC.

The creditor must submit a request for the forced execution with the competent bailiff, together with the judgment/award (accompanied by the relevant translation and legalisation, as the case may be) and the final decision in the exequatur (as the case may be).

Shortly after registering the request, the bailiff shall request the competent court to grant the forced execution of the judgment/award. The procedure is different from the exequatur (which needs to be completed before the commencement of the forced execution), and the court may only reject the request for forced execution for limited grounds expressly provided by the CPC.

The forced execution may be done through any of the means provided by the law until the fulfilment of the right granted through the judgment/award, such as the:

• seizure of movable assets – whereby the debtor’s movable assets in the possession of the debtor itself or of third parties may be executed;
• seizure of immovable assets – whereby the debtor’s immovable assets may be executed in order to satisfy the creditor’s rights;
• garnishment – for the execution of amounts of money, securities or other intangible seizable assets owed to the debtor or held on its behalf by a third party or which the third party will owe to the debtor in the future based on existing agreements.

In turn, the debtor may file a challenge against any act or deed in the forced execution proceedings, at the competent enforcement court.

In case the foreign judgment or award which formed the basis of the forced execution proceedings is annulled, the forced execution proceedings come to an end, and, in case the enforcement was concluded, the debtor shall have the right to the reversal of the forced execution, so as the initial situation is reestablished.

7) Brief remarks on the recognition and enforcement of other types of enforcement deeds

Certain enforcement deeds are recognised and enforced in Romania without the need for a declaration of enforceability and without any possibility of opposing its recognition. It is the case of the enforcement deeds originating in an EU Member State, and which may be qualified as an European Enforcement Order within the meaning of the Regulation (EC) No 805/2004 of the European Parliament and of the Council of 21 April 2004 creating a European Enforcement Order for uncontested claims (“Regulation no. 805/2004”). Art. 636 CPC expressly exempts European Enforcement Orders from any formalities for the purposes of their enforcement on the Romanian territory.

Such enforcement deeds are (i) court judgments, (ii) court settlements and (iii) authentic instruments, provided that the claims are uncontested. Within the meaning of the Regulation no. 805/2004, a claim is regarded as uncontested if:

• the debtor has expressly agreed to it by admission or by means of a settlement which has been approved by a court or concluded before a court in the course of proceedings; or
• the debtor has never objected to it, in compliance with the relevant procedural requirements under the law of the Member State of origin, in the course of the court proceedings; or
• the debtor has not appeared or been represented at a court hearing regarding that claim after having initially objected to the claim in the course of the court proceedings, provided that such conduct amounts to a tacit admission of the claim or of the facts alleged by the creditor under the law of the Member State of origin; or
• the debtor has expressly agreed to it in an authentic instrument.

The Regulation no. 1215/2012 also provides that authentic instruments and court settlements which are enforceable in the Member State of origin may also be enforced in the other Member States without the need for a declaration of enforceability. In Romania, the recognition and enforcement may only be refused on grounds of the document being manifestly contrary to the Romanian public policy.

The enforcement is done based on a certificate issued by the competent court or authority in the Member State of origin, which shall contain a summary of the enforceable obligation or of the parties’ agreement contained in the court settlement. In Romania, the court of first instance at the place where the act was issued is the authority empowered to issue such certificates, in order for the deeds to be enforced in another Member State.

Interviews

Florian NITU, Managing Partner

Florian Nitu on drivers of development in the Romanian legal services market

 

1) What do you see as the main points that differentiate Popovici Nitu Stoica & Asociatii from your competitors

The Popovici name is associated with legal service in Romania since the beginning of the last century.

Our Firm has linked its name with the creation of the essential Romanian market economy institutions after the fall of the Communist regimes in Eastern Europe in 1989. We have contributed to the setting up of the property funds of the stock exchanges and of numerous regulatory agencies and judicial bodies.

For the past three decades significant investment and acquisitions projects on the local market have been carried out with the legal assistance of Popovici Nițu Stoica & Asociații.

Most of the Popovici Nițu Stoica & Asociații team members have specialized in a wide range of practice areas in numerous jurisdictions, with prestigious universities from Paris to London, Washington to New York, from Rome to The Hague.

State of the art legal knowledge embedded in a purely entrepreneurial approach make us different.

 

2) Which practices do you see growing in the next 12 months? What are the drivers behind that?

There are significant opportunities for growth in may practice areas from greenfield and industrial investments to energy, oil and gas, and from real estate to agribusiness, but also in the financial sector, banking and capital markets, in the IT and Telecommunications, healthcare and pharma.

in general, the Romanian M&A market is expected to flourish in 2024 with other billion Euro transactions on the horizon. Indeed, in many sectors consolidation process completed and exit scenarios are considered and in numerous industries billion Euro plus transactions are ripe for the picking.

 

3) What’s the main change you’ve made in the firm that will benefit clients?

We at PNSA have put together in the recent years a legal tech platform under pnsa.legal where we provide legal support at no charge to clients in order to help them reshape certain corporate functions within organization that are traditionally subject to on site legal assistance and representation, meaning (i) corporate-secretarial and business administration; (ii) compliance and control; (iii) procurement; (iv) HR and resource management; and (v) private public interface.

 

4) Is technology changing the way you interact with your clients, and the services you can provide them?

It does indeed. Digitalization and commoditization of legal services are no longer just concepts. Many companies these days actively use various legal technology tools and do significant legal data processing via customized legal software platforms. And we at PNSA encourage them to do so and support them actively in better designing their needs for such tools and efficiently exploiting them. We do help clients in selecting and retaining legal tech analysts and in defining and assigning such dedicated functions within the organizations. We define and implement tech-based standard legal instruments and contribute all efforts in creating and expanding what is generally referred to as the “client-attorney cyberspace.”

 

5) Can you give us a practical example of how you have helped a client to add value to their business?

PNSA Dispute Resolution Practice Group has developed over decades and thousands of cases a Claim Management Legal Suite that we offer clients for their litigation portfolio on a catch all basis, all accompanied with certain legal risk hedging agreements. It serves best clients’ needs in terms of management of the litigation related contingent liability, it may also serve us as counsel, as a differentiator in the market and in many cases it also proves a very lucrative package.

 

6) Are clients looking for stability and strategic direction from their law firms – where do you see the firm in three years’ time?

While there are many clients that do sort of extreme forum shopping, our experience of investing in long term established relationships proved the correct one. We are happy to see many client relations celebrating 10 years or 20 years or even 30-years of un-interrupted collaboration with our firm. We have always invested based on an organic growth strategy – in our teams, in our practices and in our client development – and will continue to do so. We have expanded our scope in legal cutting-edge areas and have also made the risk profile of our economic model more elastic.

Spotlights

Popovici Nitu Stoica & Asociatii

Popovici Nitu Stoica & Asociatii is a leading Romanian independent law firm. Established in 1995, as one of the first incorporated partnerships, the firm brings together strong local resources, with exceptional credentials, outstanding records and distinguished careers in law, business and academia.

The Bucharest office today groups over 80 qualified lawyers and tax advisors.

Focusing traditionally on the private sector and on foreign investment projects, Popovici Nitu Stoica & Asociatii is acknowledged by the vast majority of observers and peers as ‘the transactional law firm’ among the market leaders. The Firm has constantly been involved in the majority of the M&A transactions in Romania from various industries such as Energy, Healthcare, Retail, IT, Financial Services, Telecoms and Real Estate.

Press Releases

New Managing Associates at PNSA

RBC takes over Fullscreen Digital

PNSA wins the “Best Real Estate Law Firm of the Year” award at the CIJ Awards Gala

PNSA advised Electromontaj on the acquisition of Hidroconstructia and ABC Asigurari Reasigurari

Pavăl Holding acquires U Center 1

PNSA advised Dr. Leahu Dental Clinics Network on the acquisition of CORIDENT PRO Clinic

PNSA advised Dr. Leahu Dental Clinics Network on the acquisition of CORIDENT PRO Clinic from Sibiu.

PNSA advised Orange on the acquisition of a majority stake in Telekom Romania Communications

PNSA advised Orange Group on the acquisition of a 54% controlling stake in Telekom Romania Communication, one of Romania's leading fixed telecom operators.

POPOVICI NIȚU STOICA & ASOCIAȚII names Raluca Rusu as Tax Partner

PNSA alongside BRD – Groupe Société Générale in its investment in CIT One

PNSA obtained the enforcement of EU subsidies due to farmers

PNSA welcomes Andrada Pleș as Tax Manager

PNSA advised Burda Group on the sale of its business in Romania

WDP acquires three new logistics centres

PNSA in the deal through which Auchan shall operate 400 MyAuchan stores within OMV Petrom stations

PNSA in one of the largest real estate deals in the West part of Romania in 2020

Anti-corruption compliance concerns & best practices in time of COVID-19

About strategic businesses during the COVID-19 pandemic

The aftermath of COVID-19 outbreak – Practicing social distancing during AGMS of listed companies

COVID-19: Real Estate market implications. Particular insights into Lease Agreements

Since its outbreak in November, 2019 in China, COVID-19 has rapidly spread across Europe, the general opinion being that the peak is yet to come. The aggressive rate of spreading of COVID-19 has marked the financial markets, which now indicate a decrease of the earnings expectations.

State aid amid COVID-19 outbreak

COVID-19: Arbitration – Where to?

Coronavirus & competition. Breach of Competition Law? “Price gouging” or not?

OPTIblue and Klarmann to be taken over by Innova Capital

OPTIblue and Klarmann to be taken over by Innova Capital

Popovici Niţu Stoica & Asociaţii advised Optical Network, the leading retailer and an important distributor on the Romanian optical market, on its sale to private equity fund Innova Capital.

Oresa sales Somaco to LafargeHolcim

PNSA advised the Swedish investment fund Oresa on the sale of Somaco, one of the leading precast concrete producers in Romania, to LafargeHolcim.

PNSA advised Ameropa Group on a €324 million syndicated financing

PNSA advised its long-standing client Ameropa Group, worldwide leading Swiss grain and fertilizer trader, on the €324 million multicurrency revolving financing granted by a syndicate of banks composed of Banca Comerciala Romana, Raiffeisen Bank, ING Bank N.V. Amsterdam – Bucharest Branch and UniCredit Bank.

PNSA advised an Irish financial institution on a EUR 30,000,000 financing

PNSA advised RI-GD Investments DAC, as lender, on the accession of two Romanian subsidiaries of an Irish agribusiness group to a EUR 30,000,000 financing.

PNSA advised Magnetto Wheels on a new significant financing

PNSA advised its long-standing client Magnetto Wheels on the negotiation of a guarantee agreement under the framework of an €134m financing granted by IFC and Cassa Depositi e Prestiti S.p.A.

PNSA advised Dedeman on a new landmark transaction – acquisition of The Office in Cluj-Napoca, in

Data Privacy Impact Assessment at a glance / All you need to know

By Alexandru Ambrozie, Partner Popovici Niţu Stoica & Asociaţii and Luana Dragomirescu, Managing Associate Popovici Niţu Stoica & Asociaţii

Enforcement and Sanctions under the GDPR

By Alexandru Ambrozie, Partner Popovici Niţu Stoica & Asociaţii and Luana Dragomirescu, Managing Associate Popovici Niţu Stoica & Asociaţii

New Partners with POPOVICI NIŢU STOICA & ASOCIAŢII

January 2018

POPOVICI NIȚU STOICA & ASOCIAȚII promotes three lawyers to partnership.

GDPR: Relations and responsibilities in the processing of personal data

GDPR: Relations and responsibilities in the processing of personal data (controllers, processors and sub-processors)

There is no doubt that every company processes personal data (e.g. of its’ employees’, clients’, contractual partners’).

Most often, this also involves a constant barter between companies processing personal data and companies providing various services (e.g. HR, IT, payroll, datacenters, cloud services), both of them falling within the scope of the GDPR.

Strengthening the Fight against Money Laundering and Terrorism Financing

Laundered money is oxygen to crime, terrorism and tax-avoidance. We need to cut off its supply as best we can. Today's stronger rules are a big step forward but we now need quick agreement on the further improvements the Commission proposed last July",

“(…) The new rules as of today are crucial to closing further loopholes. I urge all Member States to put them in place without delay: lower standards in one country will weaken the fight against money laundering and terrorist financing across the EU. I also call for quick agreement on the further revisions proposed by the Commission following the "Panama Papers" to increase transparency of beneficial ownership”,

The clock is ticking. Implementing the General Data Protection Regulation

With 2018 just around the corner and the European Union setting a clock on raising the standards of personal data protection, companies are starting to prepare themselves for new challenges.

The General Data Protection Regulation (“GDPR”) approved by the EU in 2016 will enter into force on the 25th of May 2018 and all companies processing personal data need to be compliant by that time.

Companies are welcoming a new team player – the Data Protection Officer

The new General Data Protection Regulation (“GDPR”) could not have enlarged data controllers’ and data processors’ obligations and apply such great sanctions without anticipating the need for companies to appoint a Data Protection Officer (“DPO”).

While companies must now turn their focus on ensuring compliance with the GDPR every step of the way, the DPO will be a key player in reaching this goal.

Recent changes to the Labour Code. Tougher rules aimed to tackle undeclared work

By amending the Labour Code in August 2017, via the Emergency Ordinance no. 53/2017, the Government toughened the rules on conclusion and declaration of employment contracts and facilitated the authorities’ control activities in the sensitive area of undeclared work.

Some of the main changes introduced by EGO no. 53/2017 are related to the registration of employment contracts, to the prohibition of rendering work/accepting work in the absence of a written employment contract and to the employer’s obligation to officially record the daily duration of each employee’s presence in the work place, including entry and exit hours.

Legal Developments

Criminal liability of corporations – Global vs Romanian approach

Criminal liability of corporations is a hot topic worldwide. From financial institutions to global corporations, almost daily we hear about a large corporation being investigated, signing a Deferred Prosecution Agreement or being convicted, usually for money laundering, tax evasion or bribery.