act legal Romania welcomes a team of 9 lawyers from Consortium Legal: A friendly integration and a strategic step forward Posted on 23. november 202323. november 2023 by Ana Pandelea In a legal landscape where partnerships often depend on advantage-driven motivations, act legal Romania is reshaping the narrative with a heartfelt welcome to former colleagues and friends: Consortium Legal, a Bucharest-based law firm best-known for its tech-savvy, regulatory, sports law and litigation lawyers, bringing a variety of complementary resources and skills to the already strong team of act legal Romania. This joining of forces goes beyond a mere business strategy, as several attorneys in both firms, share a professional history with act legal team, having previously worked together in other firms. This is why, aside from the obvious goal of offering clients best-in-class and comprehensive legal services in an ever-evolving legal landscape, this step forward is seen as a friendly, much-welcomed move on both sides. “Now that the weddings season is over, Stelian and I realized we need to find occasions to have chats together 😊. Joking, of course, but truth be told, our partnership just came that easy – we worked together for a long time, then became good friends. We referred work to each other and worked together on several mandates. It’s not often to find such excellent human synergy, and when the professional values and capabilities match, how could we not work together under the same roof and brand? We are very, very happy to welcome the team at Consortium, and we are sure our clients, on both sides, will notice the added value this brings” mentioned Ștefan Botezatu, Managing Partner, act legal Romania. The team joining from Consortium Legal includes Partners Stelian Mic, Barna Bolonyi and Valeriu Timuș, Senior Counsel Isabela Delia Popa, Counsels Angela Cristea and Cristina Duțescu, Senior Associate Elena Costescu, Associate Cristina Ceaușu and Junior Associate Iulia Mitrache. About act Botezatu Estrade Partners (act legal Romania) act legal Romania is the local office of act legal, a European law firm with presence in 11 countries. act legal is a one-stop shop, providing a full range of cross-border legal services to companies and investors who intend to enter the continental European markets or are already present in the region. For more updates on the firm’s activity, you can follow us on our LinkedIn page.
Theoretical and Practical Aspects Regarding the Cancellation of a Job Position Posted on 20. juli 202320. juli 2023 by Ana Pandelea What does the cancellation of a job position represent and what impact does it have on the employee that occupies such job position? The cancellation of a position represents an internal restructuring measure of the employer, determined by various circumstances (e.g., economic, technological, organizational, etc.) existing within the company at a given time. Its purpose is to streamline the employer’s activities, aiming for a more effective utilization of human and financial resources. The cancellation by the employer of a job position must be justified by objective criteria and, as explicitly stated by Article 65(1) of the Labor Code, must not be related to the employee occupying the job position being canceled. Regarding the impact that the cancellation of a job position has on the employee occupying it, the same Article 65(1) of the Labor Code stipulates that the cancellation of a job position may lead to the dismissal of the employee for reasons unrelated to its person/behavior. Of course, the employer also has the option to offer the employee whose job position is being canceled another job position within its structure, but such measure is not mandatory per to the Labor Code. What conditions must be met for the legal cancellation of a job position? The conditions to be met for the legal cancellation of a job position are briefly provided by Article 65(2) of the Labor Code. These conditions involve the effectiveness of the job position cancellation measure and the existence of a real and serious cause underlying the decision. Effectiveness of the job position cancellation As stated in both legal literature and court practice, the effectiveness of cancelling a job position implies the removal of such job position from the employer’s structure. In practical terms, this measure means removing the job position from the employer’s organizational chart and, if applicable, from the staff list. The cancellation of the job position becomes effective, according to court practice, by ceasing the particular daily activities performed by the occupant of that job position, either through the permanent cease of their performance within the overall operations carried out in the company, or by reallocating additional service duties to an employee who primarily performs another category of activities. The removal of the job position from the employer’s organizational chart is a fundamental and essential evidentiary element of the legal cancellation of the job position. Any other evidence regarding the effectiveness of cancelling the job position serves only a complementary role. In practice, the court may request the submission of the organizational chart both before and after the cancellation of the job position in order for the employer to prove the effectiveness of the measure. The real and serious nature of the job position cancellation measure The Labor Code does not specify, even by way of example, what real and serious causes can lead to the cancellation of a job position. As a result, it has been left to the legal literature and court practice to determine concretely which causes are real and serious and can justify the cancellation. In this regard, the legal literature and court practice has indicated that a cause is real when it presents an objective character, meaning that it truly exists and does not disguise reality. Furthermore, a cause is considered serious when the measure taken by the employer does not disguise reality and is aimed exclusively at improving the employer’s activities. Court practice is extremely rich in terms of the real and serious nature of job position cancellations. For example, the following situations have been established by the court practice as real and serious causes that have led to the cancellation of job positions: Adoption of internal reorganization measures by the employer due to various objective causes (e.g., economic difficulties, loss of contracts, loss of authorizations, loss of suppliers, etc.). Outsourcing of services to an external provider. Consolidation of two positions. Decrease in the employer’s turnover. The same court practice has ruled that the following are not real and serious reasons for cancelling job positions: The employer’s economic difficulties are not real considering its behavior in the market (e.g., hiring campaigns for new employees). The employer based the measure on hypothetical situations (predictions) rather than concrete factual elements. The job position was terminated just two months after hiring another person for the same job position. What aspects should be considered when dismissing an employee whose job position has been cancelled? The most important aspect for the employer to consider when dismissing an employee whose job position has been cancelled is that the elimination of the job position cannot constitute a measure for dismissing the employee for personal/subjective reasons, but a necessary measure to improve efficiency that may lead to the employee’s dismissal for objective reasons, independent of its personal qualities/behavior. Additionally, in order to justify the dismissal, the employer must have previously cancelled the job position. Another extremely important aspect is for the employer to comply with all procedural stages of the dismissal resulting from cancelling the job position, as well as with the mandatory content of the dismissal decision. Lastly, the employer should also consider the number of employees being dismissed due to cancelling job positions to determine if the number of employees being dismissed risks triggering the specific procedures for collective dismissals. To prove good faith in the event of a contested dismissal decision, although not required by labor law, the employer could also offer the employee an alternative job position. Additionally, it is recommended that in cases where the employer decides to individually dismiss a certain employee even though there are several employees occupying similar job positions according to the organizational chart, the employer should provide a minimum justification regarding its decision in order to eliminate the appearance of subjectivity when choosing the employee that will be dismissed. What happens to the responsibilities of the person who has been dismissed due to the cancellation of the job position? To the extent that these responsibilities need to be continued, they can be taken over by other employees or outsourced. Establishing a new job position in order to hire someone who will assume the responsibilities of the person who was dismissed due to the employer cancelling the job position is excluded. What does the court analyze or should analyze in resolving a case involving job position cancellation? As emphasized in legal literature on various occasions, the measure of cancelling a job position followed by employee dismissal is a decision entirely within the employer’s discretion. However, the court responsible for resolving a case regarding the dismissal of an employee due to such a cancellation should strictly analyze the validity aspects of the measure. Nevertheless, the employer’s discretion should be objective and not subjective, and the elements that objectify this decision (e.g., various documents underlying the decision) will play an important role in the court when administering proof. For more details on labor law matters, we invite you to contact the author, Andrei Mureșan, Counsel, act legal Romania, at the following email address: andrei.muresan@actlegal-bep.com.
Negotiating and drafting international English-language business contracts Posted on 8. maart 20228. maart 2022 by Jessica Zenz-Spitzweg Use contractual options effectively and formulate them in a legally secure way; incl. sample contracts (LOI, NDA). Online Seminar (in German language only) Thursday, March 10th 9.30 am – 12.30 pm Referee Dr. Florian Wäßle, LL.M., Partner @ act legal Germany Contact person for registration – please register here! Matthias Fuchs (EIC Trier)Tel.: 0651-97-567-20E-mail: fuchs@eic-trier.deWeb: www.eic-trier.de For more information please see the attached PDF (in German language only) and LinkedIn.
Successful conclusion of the insolvency plan proceedings of Transfertex GmbH & Co. Thermodruck KG with a quota of 100 percent for the creditors Posted on 3. maart 20223. maart 2022 by Jessica Zenz-Spitzweg The digital and gravure printing company Transfertex GmbH & Co. Thermodruck KG from Kleinostheim near Aschaffenburg has successfully completed its insolvency proceedings. The Aschaffenburg Local Court has terminated the insolvency proceedings against the company’s assets as of 28 February 2022. Prior to this, the creditors’ meeting had accepted the insolvency plan submitted by the company in mid-October. In May 2021, Transfertex had applied for protective shield proceedings pursuant to §270d Ins0 n.F. due to impending insolvency. The court appointed lawyer Dr Alexander Höpfner (act AC Tischendorf) as administrator. The management was appointed by the insolvency law expert Dr. Franz-Josef Hansen (BHS Rechtsanwälte) and the restructuring experts Marc Schneider and Nick Piepenburg (Turnaround Management Partners) in the implementation of the self-administration and the preparation of the restructuring and insolvency plan concept. In the past months, a comprehensive restructuring concept with strategic and operational measures was developed and implemented as part of the self-administration proceedings. The operational business of Transfertex was sold to a new company through a transfer restructuring with effect from 1 October 2021. The new company will continue the existing business model with gravure and digital printing. The cost structure was adjusted to the current and expected business volume for the coming years. The restructuring concept ensures the preservation of 82 jobs. After negotiations on a reconciliation of interests and a social plan, the employees who are no longer employed were offered the option of joining a transfer company as an alternative to severance pay. After the transfer of the business operations and acceptance of the plan, the debtor acts as the holding company, which provides the new company with office and production space as well as operating resources. The financing of the insolvency plan with a quota of 100 percent was made possible by extensive financial contributions from the shareholders. They no longer have a direct stake in the new company, but cover the initial liquidity requirements through start-up financing. Dr. Alexander Höpfner on the achieved quota: “Our task in the self-administration procedure is to optimally protect the interests of the creditors by maximising the quota. With the exceptionally high quota of 100 percent, we have now been able to achieve the best possible satisfaction of creditors. All parties involved in these proceedings have worked together excellently to achieve this goal.” At the time of filing for insolvency, Transfertex was an owner-managed family business with around 135 employees and a turnover of approximately EUR 15 million (2019). The company, founded in 1972, is based in Kleinostheim near Aschaffenburg. Transfertex prints sublimation paper (also known as transfer paper) as its main product in gravure as well as digital printing processes, which international customers use to produce printed textiles or technical applications. Transfertex supplies mainly to the fashion market, the home textiles sector and the sports and jersey market. Property management: act AC Tischendorf Rechtsanwälte (Frankfurt am Main): Dr Alexander Höpfner (administrator). Advisors to Transfertex: Bachmann, Hansen, Schuhmann & Partner (Aschaffenburg): Dr. Franz-Josef Hansen (Chief Insolvency Officer), Dr. Jochen Heinzelmann (Insolvency Law) Turnaround Management Partners (Düsseldorf): Marc Schneider, Nick Piepenburg (insolvency plan concept and business consulting)
act BSWW legal & tax advises STRABAG Real Estate on acquisition of land with Galeria Plaza (Kraków) building from CP-Plaza sp. z o.o. (member of Peakside Group) Posted on 27. januari 202227. januari 2022 by Marta Nowak The law firm represented the buyer in the acquisition of the 80,000 sqm property that comes with an appealing location and convenient transport links to the city center. act BSWW legal & tax provided comprehensive pre-transactional (including a legal and tax due diligence audit of the property) and transactional assistance (with a strong focus on relations with neighbours and lessees of the shopping mall). We also advised on tax issues, including the preparation of applications for advance tax rulings related to the transaction. The developer’s plans involve the discontinuation and demolition of the existing shopping center, followed by the construction of a mixed-use complex made up of several buildings. The transaction team was led by Marek Wojnar (Managing Partner) and Marta Kosiedowska (Partner). Further assistance was provided by Michał Sołtyszewski (Partner), responsible for the legal due diligence process. Małgorzata Wąsowska (Partner) and Jakub Świetlicki vel Węgorek (Senior Associate) provided tax advisory services.“We are glad to be witnessing our client’s steady growth. The land lot on which Galeria Plaza is located offers a huge potential, which is yet another reason to be proud of the opportunity to represent STRABAG Real Estate in this transaction,” says Marek Wojnar. The seller, Peakside Capital, was represented by Dentons’ real estate team.Peakside Capital is an independent investor and manager of real estate projects and investment funds. The company operates predominantly in Central and Eastern Europe and Germany, holding offices in Warsaw, Prague, Frankfurt, Zug (Switzerland) and Luxembourg. STRABAG Real Estate is a leading developer, operating in 13 European countries. Its Polish projects include the development of Astoria office building and a hotel for Motel One (both based in Warsaw). With a view to further developing its portfolio, in 2019, the developer bought land that hosts Atrium International office building in downtown Warsaw. By completing the acquisition of land in Dąbie (part of Kraków), the company has embarked on its expansion into regional markets. The real estate team at act BSWW legal & tax is one of the biggest among Polish law firms. Our practitioners advise on all types of real estate projects, with a strong focus on large development, retail and office projects. They act for a wide range of international, domestic and regional clients, including developers, property owners, asset managers, investors, lessors and lessees.
We are many, but we act as one in wishing you Season’s Greetings! Posted on 22. december 202122. december 2021 by Jessica Zenz-Spitzweg
act Fort Advocaten bestaat 20 jaar! Posted on 1. december 20218. december 2021 by Annette Knijnenberg Vandaag viert act Fort Advocaten haar 20 jarig jubileum. Helaas niet zo uitbundig als gehoopt, maar dat doen we alsnog zodra de situatie dat weer toestaat. 20 Jaar bestaan en succesvol zijn kan alleen samen met onze cliënten en relaties. Wij willen u daarom hartelijk danken voor uw vertrouwen en loyaliteit én voor de prettige samenwerking. Wij kijken tevreden terug op de afgelopen 20 jaar. Daarin zijn wij uitgegroeid tot een kantoor met bijna 60 medewerkers, gespecialiseerd in het vastgoedrecht en ondernemingsrecht met een sterke reputatie in de branches vastgoed, retail en hotels & leisure. In 2018 sloot ons kantoor zich aan bij act legal, een groeiende alliantie van middelgrote advocatenkantoren in 9 Europese markten. Deze stap maakt act FORT tot het enige middelgrote advocatenkantoor in Nederland met een internationale footprint. Begin 2021 hebben wij het voorvoegsel ‘act’ toegevoegd aan onze naam. Wij zijn trots op wat act FORT samen met onze cliënten, relaties en medewerkers heeft bereikt en gerealiseerd: een mooie positie in de voor ons relevante markten. Wij kijken ernaar uit om die samenwerking verder uit te bouwen en onze positie in de markt te verstevigen. Wij hopen dan ook u nog lang van dienst te mogen zijn!
act legal Romania assisted Founders Bridge during a EUR 300.000 investment round in Mero, a Romanian beauty salon appointments platform Posted on 3. november 20213. november 2021 by Ana Pandelea act Botezatu Estrade Partners is once again alongside Founders Bridge, the Sweden-based VC fund, now in theEUR 300.000 investment round in Mero, a Romanian start-up that developed a platform for facilitating appointments at local beauty salons. The funding will be used to accelerate the company’s growth. The act team coordinated by Managing Partner Ștefan Botezatu, backed by Andrei Hâncu (tech lawyer, Managing Associate), assisted Founders Bridge in the drafting and negotiation of the transaction documentation. The team is positioning itself on the market as one of the top players in the legal sector dedicated to deal structuring between start-ups and VCs/angel investors. Liviu Munteanu, Partner Founders Bridge: “Stefan and Andrei’s dedication towards this sector is visible in every aspect of their work, making it easier for us to take informed decisions and further steps. Our collaboration has always been impeccable, which made us retain their services for this deal and probably for future ones, too.” Currently employing 12 people, Mero was founded four years ago in Craiova by a group of young IT specialists and economists and is led by Andreea Trif, a professional with extensive experience in technology and media companies, who will further coordinate the product development. The platform can already boast over 700 salons registered in 50 cities, for which it generates a constant flow of new clients (around 100,000 monthly reservations facilitated through the platform).
‘Ne bis in idem’ in het civiele procesrecht Posted on 15. oktober 202115. oktober 2021 by Annette Knijnenberg Een primeur door act Fort Advocaten: advocaat Jodit de Bruin paste het principe ‘ne bis in idem’ (wat zoveel betekent als ‘niet twee keer voor hetzelfde’, een belangrijk beginsel in het strafrecht) toe in één van haar civiele zaken. De rechtbank Rotterdam bevestigde dat het ne bis in idem-beginsel een rol kan spelen in het civiele procesrecht. Dit is een belangrijke stap en opent deuren voor de toekomst.
act legal Poland advises on sale of two retail parks Posted on 11. augustus 202111. augustus 2021 by Lisa Fortmüller act BSWW legal & tax has acted on behalf of Rank Progress in relation to the sale of Miejsce Piastowe retail park and the preliminary sale agreement for Pasaż Wiślany retail park in Grudziądz.On July 29, 2021, Progress XXXVII sp. z o.o. (subsidiary of Rank Progress S.A.) entered into an agreement for the sale of 2.4963 ha of developed land in Miejsce Piastowe (near Krosno), together with a 4,752.67 m2 GLA retail park and additional developments. On August 5, 2021, Progress XXXVI sp. z o.o. (subsidiary of Rank Progress S.A.) entered into a preliminary agreement for the sale of 1.8299 ha of developed land, together with Pasaż Wiślany retail park whose GLA is 5,188.64 m2. As long as all conditions precedent are fulfilled, the final agreement will be signed until October 28, 2021. The law firm assisted the client at all stages of the sale of the property in Miejsce Piastowe, and with the preliminary sale agreement for the property in Grudziądz.The project was managed by Mateusz Prokopiuk, Partner at act BSWW legal & tax. Aneta Gierzyńska, Senior Associate, was also advising on the transactions. The team was overseen by Michał Wielhorski, Managing Partner. “These are just two out of a large number of ambitious projects on which we are advising Rank Progress,” says Michał Wielhorski. Rank Progress is an investment and development company, listed on the Warsaw Stock Exchange.
