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  • 1.

    Types of transaction
    How may publicly listed businesses combine?

  • 2.

    Statutes and regulations
    What are the main laws and regulations governing business combinations and acquisitions of publicly listed companies?

  • 3.

    Transaction agreements
    Are transaction agreements typically concluded when publicly listed companies are acquired? What law typically governs the agreements?

  • 4.

    Filings and fees
    Which government or stock exchange filings are necessary in connection with a business combination or acquisition of a public company? Are there stamp taxes or other government fees in connection with completing these transactions?

  • 5.

    Information to be disclosed
    What information needs to be made public in a business combination or an acquisition of a public company? Does this depend on what type of structure is used?

  • 6.

    Disclosure of substantial shareholdings
    What are the disclosure requirements for owners of large shareholdings in a public company? Are the requirements affected if the company is a party to a business combination?

  • 7.

    Duties of directors and controlling shareholders
    What duties do the directors or managers of a publicly traded company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination or sale? Do controlling shareholders have similar duties?

  • 8.

    Approval and appraisal rights
    What approval rights do shareholders have over business combinations or sales of a public company? Do shareholders have appraisal or similar rights in these transactions?

  • 9.

    Hostile transactions
    What are the special considerations for unsolicited transactions for public companies?

  • 10.

    Break-up fees - frustration of additional bidders
    Which types of break-up and reverse break-up fees are allowed? What are the limitations on a public company’s ability to protect deals from third-party bidders?

  • 11.

    Government influence
    Other than through relevant competition regulations, or in specific industries in which business combinations or acquisitions are regulated, may government agencies influence or restrict the completion of such transactions, including for reasons of national security?

  • 12.

    Conditional offers
    What conditions to a tender offer, exchange offer, mergers, plans or schemes of arrangements or other form of business combination are allowed? In a cash transaction, may the financing be conditional? Can the commencement of a tender offer or exchange offer for a public company be subject to conditions?

  • 13.

    Financing
    If a buyer needs to obtain financing for a transaction involving a public company, how is this dealt with in the transaction documents? What are the typical obligations of the seller to assist in the buyer’s financing?

  • 14.

    Minority squeeze-out
    May minority stockholders of a public company be squeezed out? If so, what steps must be taken and what is the time frame for the process?

  • 15.

    Cross-border transactions
    How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?

  • 16.

    Waiting or notification periods
    Other than as set forth in the competition laws, what are the relevant waiting or notification periods for completing business combinations or acquisitions involving public companies?

  • 17.

    Sector-specific rules
    Are companies in specific industries subject to additional regulations and statutes?

  • 18.

    Tax issues
    What are the basic tax issues involved in business combinations or acquisitions involving public companies?

  • 19.

    Labour and employee benefits
    What is the basic regulatory framework governing labour and employee benefits in a business combination or acquisition involving a public company?

  • 20.

    Restructuring, bankruptcy or receivership
    What are the special considerations for business combinations or acquisitions involving a target company that is in bankruptcy or receivership or engaged in a similar restructuring?

  • 21.

    Anti-corruption and sanctions
    What are the anti-corruption, anti-bribery and economic sanctions considerations in connection with business combinations with, or acquisitions of, a public company?

  • Updates and trends

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B David and Baias, law firm connected to PwC in Romania, provides integrated, innovative and pragmatic solutions, by providing assistance, representation and legal advice in the following areas: companies and groups of companies, mergers, acquisitions and restructuring, real estate, employment and human resources, financial services and capital markets, competition and state aid, intellectual property, consumer and personal data protection, tax and commercial litigation.

View more information about D&B David şi Baias


Bucharest
301-311 Barbu Văcărescu
Lakeview Building, District 2
020276
Bucharest
Romania
T: +4 021 225 37 70
F: +4 021 225 37 71


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