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Arbitral Tribunal rejects 99,41 % of Salini Impregilo S.p.A.’s claims against the National Company for Roads Infrastructure Admnistration S.A. and grants the latter’s counterclaim for the value of RON 90,718,740 – October 2019

October 25, 2019

Mocanu si Asociatii advised and represented the National Company for Roads Infrastructure Administration S.A. (CNAIR S.A.) in the international arbitration initiated by Salini Impregilo S.p.A. before the International Court of Arbitration of the International Chamber of Commerce (ICC). Salini Impregilo S.p.A. submitted the request for arbitration against CNAIR S.A. in September 2015 and the dispute was settled on the merits in favour of CNAIR S.A. in October 2019.

Salini Impregilo S.p.A. claimed roughly RON 260,000,000, which include, inter alia, the amount of approximately RON 135,300,000 in relation to the Additional Works which were required as a consequence of the lanslides which affected Lot 3 of Orastie – Sibiu Motorway and approximately RON 83,000,000 as costs associated with an extension of the Time for Completion until 27 January 2016 and/or as compensation for lossess, damages and expenses.

By means of the Final Arbitral Award, the Arbitral Tribunal decided that the DAB decisions which were enforced by Salini Impregilo S.p.A. following a Partial Award issued in March 2017 were not correct, dismissed on the merits the claims brought by Salini Impregilo S.p.A. against the CNAIR S.A., denied Salini Impregilo S.p.A.’s entitlement to the extension of the Time for and ordered Salini Impregilo S.p.A. to pay RON 90,718,740 to CNAIR S.A., as Delay Damages due to the former’s failure to observe the Time for Completion.

The Arbitral Tribunal’s decision was mainly based on the allocation of the risk for the Landslides which affected Lot 3 of Orastie-Sibiu Motorway, which the Arbitral Tribunal decided that must be borne by Salini Impregilo S.p.A. under the contractual provisions. The value of the arbitration case for which Mocanu si Asociatii advised CNAIR S.A. was of approximately RON 350,000,000 (Euro 73,000,000)

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Arbitral award in favour of the National Company for Roads Infrastructure Administration S.A. – June 2018

September 17, 2019

Mocanu si Asociatii advised and represented CNAIR S.A. in the international arbitration initiated by Proodeftiki S.A. on the docket of the International Court of Arbitration of the International Chamber of Commerce (ICC). Proodeftiki S.A. submitted the request for arbitration against CNAIR S.A. in February 2015, the dispute being settled in favour of CNAIR, in January 2017, by means of the arbitral award, whereby the arbitral tribunal dismissed the claims brought forward by Proodeftiki S.A. as entirely time barred. Mocanu si Asociatii also advised and represented CNAIR in the request to set aside the award made by Proodeftiki S.A. against the arbitral award issued in January 2017, this request being dismissed as ungrounded by the Bucharest Court of Appeal. The solution of the Court of Appeal was also confirmed by the High Court of Cassation and Justice which declared as inadmisible the second appeal submitted by Proodeftiki. The value of the arbitration case for which Mocanu si Asociatii advised CNAIR S.A. was of approximately EUR 4,6 mil.

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Arbitral tribunal decides to reject 95 % of an Israeli company’s claims against CNAIR S.A. – August 2018

August 21, 2019

Mocanu si Asociatii advised and represented the National Company for Roads Infrastructure Administration S.A. in the international arbitration initiated by Shapir Structures 1991 Ltd., on the docket of the International Court of Arbitration of the International Chamber of Commerce (ICC). Shapir Structures 1991 Ltd. submitted the request for arbitration against CNAIR S.A. in July 2015, the dispute being settled in August 2018 by means of the arbitral award, whereby the sole arbitrator dismissed 95% of the claims brought forward by Shapir Structures 1991 Ltd., granting to the latter only 5% of the value of claims requested and deriving from the FIDIC contract concluded for the rehabilitation of the National Road 18 Moisei – Iacobeni. The value of the arbitration case for which Mocanu si Asociatii advised CNAIR S.A. was of approximately EUR 15 mil.

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General Turbo S.A. remains the majority shareholder in General Turbo Tools S.R.L. – June 2019

August 8, 2019

General Turbo receives a favorable decision in court, in the case file initiated by General Turbo Tools. General Turbo S.A. (as majority shareholder in General Turbo Tools S.R.L.) was brought to court by General Turbo Tools S.R.L., the latter requesting the reduction of the share capital on the grounds of the restitution of the entire in kind contribution brought by General Turbo to the share capital of General Turbo Tools, the alleged restitution being, in fact, a granting of the right of use over the asset brought as contribution. The dispute resolution & corporate teams of Mocanu si Asociatii obtained a positive and definitive solution for General Turbo, the court dismissing the request made by General Turbo Tools on the grounds that the granting of the right of use does not represent a reduction of the share capital; as well, the court stated that court cannot replace the will of the shareholders regarding the reduction of the share capital, in this case the decision belonging to the general meeting of shareholders.

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The Open Society Foundation finalises the merger with Serendinno Foundation – February 2018

August 1, 2019

The Open Society Foundation, having as object the promotion of models for the development of a society based on freedom, responsibility and respect for diversity, has finalized the merger by absorption process with the Serendinno Foundation (the former Foundation for the Inclusion and Social Cohesion), being assisted throughout the entire process by Mocanu si Asociatii.

Mocanu si Asociatii’s team involved in the project advised the Open Society Foundation throughout the entire merger process and until the effective absorption by the Serendinno Foundation. The transaction handled by Mocanu si Asociatii was a complex one, entailing, among others, the transfer of rights and obligations undertaken by the Open Society Foundation to the Serendinno Foundation and deriving from POSDRU financing agreements.

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Santierul Naval 2 Mai acquires the majority stakehold in Damen Shipyards Mangalia (formerly known as Daewoo Mangalia Heavy Industries) – January 2019

January 12, 2019

Mocanu si Asociatii advised Santierul Naval 2 Mai, a state-owned company, in the acquisition of a 2% stake in Damen Shipyards Mangalia (the former Daewoo Mangalia Heavy Industries S.A., Romanian shipyard, specialized in ship building and ship repairing activities).

The highly complex transaction entailed the acquisition of a 2% stake of the total shares owned by Damen Holding BV (acquired, in its turn, from the former Korean partner, Daewoo Shipbuilding & marine Engineering), Santierul Naval 2 Mai thus becoming the majority shareholder in Damen Shipyards Mangalia. Mocanu si Asociatii was involved in the project and advised Santierul Naval 2 Mai (respectively, the Ministry of Economy, as majority shareholder of Santierul Naval 2 Mai) in the structuring of the transaction (the sale of shares and assignment of certain receivables held by Damen Holding BV against Damen Shipyards Mangalia), the negotiation of the share transfer and debt assignment agreement and the notification of the Romanian Competition Council on certain aspects of the transaction.

The most challenging aspects of the transaction, on which Mocanu si Asociatii advised Santierul Naval 2 Mai consisted in the identification and implementation of a legally practical solution to accommodate and facilitate the acquisition of the majority stake by the Romanian partner (Santierul Naval 2 Mai), while the management and operational control over the Mangalia shipyard remains with the Dutch partner (Damen Holding B.V.), as well as the obtaining of two favorable decisions from the Competition Council, both regarding the transfer of the 2 % of the shares held by Damen to Santierul Naval 2 Mai, and regarding the assignment of receivables held by the Dutch partner to the Romanian party, followed by the compensation of the respective debts with shares of Damen Shipyards Mangalia (debt to equity swap).

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General Turbo’s exit from Alstom General Turbo

April 26, 2018

Mocanu si Asociatii advised General Turbo S.A., the main supplier of power generation equipment in Romania, in the sale of 49% of the shares held by General Turbo S.A. in Alstom General Turbo (producer of generators, engines and electric transformers) to the majority shareholder, GE Albany Global Holdings BV. The transaction was a complex one, entailing, among others, the transfer of the real estate ownership right, from GE Albany Global Holdings BV to General Turbo S.A., over the building brought as contribution to the share capital of Alstom General Turbo S.A. and the further lease of the building and corresponding equipment.

Mocanu si Asociatii’s team, comprised of specialized M&A, Corporate and Real Estate lawyers, rendered legal assistance to General Turbo S.A. throughout the entire transaction, during the negotiations carried out for the conclusion of the share sale agreement, until the closing of the transaction and performance of all post-closing formalities.

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LiveSport Media obtains the first affiliate licence issued by the NGO

April 13, 2016

On 30.03.2016, the National Gambling Office granted the 2nd class (affiliate) licence to LiveSport Media, an internet media company, operating a network of more than 60 websites that target a number of local markets, mainly located in Europe.

During the licensing procedure, LiveSport Media has been assisted by Mocanu si Asociatii which prepared the necessary documentation, provided guidance on the process even before the enactment of the norms for the enforcement of the Gambling Law (i.e., Government Emergency Ordinance no. 77/2009) and assisted the company before the National Gambling Office.This is the first affiliate licence issued by the National Gambling Office.

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Share purchase offers launched to UniCredit Bank minority shareholders

March 31, 2016

Mocanu si Asociatii is representing UniCredit Bank Austria with respect to the share purchase offers addressed by the latter to the minority shareholders of UniCredit Bank SA.

Starting with 21st of March 2016, the offers have been sent to all minority shareholders, at the last address registered with the shareholders registry of UniCredit Bank SA. The purchase offers are valid until August 12th 2016 inclusively.

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New norms for the enforcement of the Gambling Law

February 18, 2016

One year after being drafted, the norms for the enforcement of the Romanian Government Emergency Ordinance no. 77/2009 on the organization and operation of games of chance (the Gambling Law) were finally enacted and published on 26 February 2016.

The norms, approved through Government Decision no. 111/2016, define new terms (including pertaining to services ancillary to the gaming activities) and set forth the licensing and authorization conditions for the gaming and gamingrelated activities.

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Guidelines on applicability of competition-related rules to technology transfer agreements

February 18, 2016

On 18 February 2016, EFTA Surveillance Authority Decision no. 38/15/COL of 4 February 2015 adopting a notice Guidelines on the applicability of Article 53 of the EEA Agreement to technology transfer agreements [2016/96] was published in the Official Journal of the European Union (the Guidelines).

The Guidelines set criteria and options that may be used on a case by case basis for assessing whether a technology transfer agreement may restrict actual or potential competition, either by its scope or by its effects.

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