Taxation

Practice Highlights. A selection of our deal highlights includes advising and representing:

• Kaufland Romania, the leading retail company in Romania, in relation to a tax audit process, including assistance with procedures during the audit, as well as subsequent tax challenge exercise. We also assisted Kaufland on other tax matters, such as: restructuring of the retail business, compliance with various regulatory obligations, implementation of electronic cashiers, tax aspects in relation to various supplier damages.
• Amazon, an American international e-commerce company, upon extending its presence in Romania, regarding tax incentives for local employees, including the drafting of all relevant documentation. Our mandate included extensive tax assistance with respect to changes on the individuals’ taxation aspects, as well as other day-to-day tax advisory with respect to various taxation issues such as individual contractors, registration/amendment and deregistration of certain working units, submission of the financial statements etc.
• Airbnb, Inc., one of the largest on-line platforms offering homestays and tourism services, in relation to aspects regarding the Romanian VAT implications stemming from its various business models on the local market.
• Brookfield Business Partners L.P., the flagship listed business services and industrial company of Brookfield Asset Management Inc., on various tax issues in connection with the USD 13.2 billion acquisition of 100% of Johnson Controls’ Power Solutions business. We assisted the client at all stages prior to the business transfer, and generally with the structuring of the transaction from a tax perspective. The tax aspects of this deal included handling VAT treatment applicable to the transfer of business, drafting of relevant documentation and tax registration of the newly incorporated local entity.
• Transavia, one of the largest players in the meat production, processing and sales field in Romania, with respect to various tax issues regarding a tax audit performed by the tax authorities. Our involvement consisted in preparing various challenges against the tax decisions issued by the tax inspectors for the Group’s companies, as well as assistance throughout the entire court litigation process.
• Baxter International Inc., a USD 6 billion global biopharmaceutical leader, in connection with the spinoff of its BioScience and its Medical Products businesses in two separate and independent global healthcare companies. Our mandate included, among others, assisting and representing the client in view of the local separation, undertaking extensive tax analysis on the separation projects, assessing financial and tax implication arising from the transfers of business, as well as preparation of the required transaction documents for the VAT registration of the new company.
• Novo Nordisk, a leading healthcare company, in connection with claw-back matters. Legal and tax work include drafting the preliminary complaints to be submitted before the National Health Insurance House, preparing the court challenge in connection with the claw-back contribution, as well as representing the client before the court in the claw-back related litigation.
• Abbott, a leading global health care company, following extensive tax and legal due diligence, on the tax effects of the consolidation of its Romanian-based vehicles, via transfer of assets and related personnel, as well as in relation to various day-to-day operations.
• Emerson, a global manufacturing, engineering and technology company, in connection with the spinoff of its business in separate and independent specialized companies in Romania. Assistance A to Z in relation to the local separation, undertaking extensive tax assistance on the separation projects, assessing financial and tax implication arising from the transfers of business, as well as preparation of the required transaction documents for the VAT registration of the new companies.
• Sony, one of the world’s leading providers of consumer and professional electronics, gaming, entertainment and financial services, with respect to the tax issues related to the restructuring of its operations (i.e., merger by absorption between Sony Europe Limited and Sony Europe B.V.).

Other representative mandates of our Taxation practice includes advising:

• Sermedic, a Servier Group entity, one of the largest French pharmaceutical companies, in relation to challenging a tax decision issued by the Romanian tax authorities and successful representation of the client before the court for suspension of the enforcement of respective decision. Additionally, our work includes assistance in obtaining the reimbursement of claw-back amounts paid in excess, from the Ministry of Finance, for notifications which were cancelled in court. Moreover, our mandate consists in various tax advisory services, including taxation of intellectual property and independent contractors.
• Booking.com, the largest international on line travel aggregator, with respect to the tax implications arising from its transactions with local business partners for rental of properties, as well as for its separate business of car-rental services.
• Rhenus Logistics, an important Austrian logistics company, in relation to the tax audit performed by the Romanian tax authorities, by preparing the preliminary complaints to be submitted before the competent authorities against the tax decision and tax report issued by the tax inspectors by means of which additional tax obligations (i.e., VAT, corporate income tax) were imposed; our mandate included also the representation of the client during the preliminary step of the hearing in front of the tax authority.
• Ana & Cornel, one of the largest players in the meat processing and retail industry, with respect to various tax issues regarding a tax audit and related court litigation. Our involvement consisted also in preparing multiple tax challenges against the tax decisions issued by the tax inspectors, for both principal amounts and related late payment penalties.
• Condotte D’Acqua, an Italian industry leader acting in the infrastructure industry, in relation to the administrative procedures for challenging the conclusions of a fiscal inspection report drafted by the fiscal authorities, as well as our support over the entire litigation procedure.
• AROBS Transilvania Software, a company specialized in providing IT solutions, during the tax audit performed by the tax authorities, as well as related procedural aspects such as drafting of various written notes or of the Company’s point of view on the findings in the fiscal inspection report.
• Airplus, a leading supplier of business travel management solutions, with respect to the activities performed for Romanian clients. Our assistance included the analysis of the correct invoicing flow and VAT treatment applicable to the flight booking activities.
• Desitin, a leading pharmaceutical company, in connection with claw-back matters. The tax work includes drafting various requests to be submitted before the National Health Insurance House, performing various registrations with the tax authorities. Also, our assistance included advice in relation to various day-to-day business matters.
• Promedica24, a Polish company in the elderly care business, on matters pertaining to the extension of the activities performed by the company in Romania and providing various scenarios for contracting workforce in Romania. Our involvement in project included tax advice applicable to various scenarios of local incorporation and contracting of work force.
• Nokia, a leading worldwide mobile phone producer, with respect to disputing a customs tax decision, issued after reconsideration of the customs regime for specific items, as well as on related late payment interest. Our assistance also includes court representation in connection with interest to be received from the state budget as a result of undue payments of the amounts established by the tax authorities during the customs audit.
• Monsanto, a major U.S.-based agricultural company, in connection with the distribution of dividends by the Romanian subsidiary, as well as related to the tax registration of non-resident shareholders. We have also previously assisted the client in connection with the Romanian fiscal regime related to the payment operations and on various day-to-day tax issues.
• L’Oreal, a major cosmetics producer, in relation to customs and cross-border tax issues, as well as regarding various aspects regarding restructuring of equity interest.
• Electrolux, the world’s largest producer of kitchen appliances and equipment, in relation to the legal and tax procedures for challenging the conclusions of a fiscal inspection report drafted by the tax authorities. Also, our mandate included analysing the tax and accounting implications deriving from a “cash pooling” structure to be implemented within the group.
• Mewi Import Export Agrar Industrietechnik, a leading Romanian distributor of agricultural machinery, on the whole array of VAT and corporate income tax issues in relation to its operations in Romania. Also, we have been appointed by the client to prepare the transfer pricing documentation as per the local law requirements.
• Cooper Standard, a manufacturer of automotive parts, on transfer pricing adjustments performed with related parties and possible implications arising from the current adjustments. Also, we have been appointed by the client to prepare the transfer pricing documentation as per the local law requirements.
• Mecaplast, one of the European leaders in automotive equipment, with respect to the tax treatment applicable to the acquisition of land and premises necessary for performing economic activities in Romania, as well as with respect to the VAT registration of their new Romanian subsidiary.
• Kruk Romania, member of the Kruk Group, a group specialised in management of receivables, with respect to the tax treatment applicable to the operations of debt collection.
• Premier Capital Plc., in the indirect acquisition of McDonald’s local operations, transaction which included all 67 McDonald’s restaurants in Romania, 19 McCafé coffee shops and the local McDonald’s franchise.
• Colas, the world leader in construction and maintenance of infrastructure for transport, urban development and recreational facilities, in respect of the VAT implications in connection with the amounts awarded by the ICC in the arbitration with the Romanian National Company for Motorways and National Roads, totaling over EUR 16,000,000.
• Pavcom and Metex, companies acting in the real estate field, with various administrative procedures in challenging a complex number of tax decisions issued by the tax authorities during various tax audits.
• Onix Residence S.R.L., a major real estate investor and developer in Romania, member of Morad Group, one of the largest independent local group acting in various fields, such as hotel, food, construction and real estate industry. Our mandate included assessing the tax and legal implications through all stages of implementation of the real estate projects, as well as assisting the client during the procedure for sale of apartments. Also, our assistance implied the analysis, from a tax and legal perspective, of all alternatives to restructure the business within the group and to propose the best solution to be implemented so as to separate certain activities.
• Bucur Obor, a major Romanian company listed on the Bucharest Stock Exchange, acting in the real estate lease field, in respect of tax implications deriving from a business transfer and the possibilities to distribute profits obtained during previous years.
• Intact Media Group, the most important Romanian multimedia platform fully owned locally, in connection with the measured imposed by the Romanian authorities related to the judged criminal trial. Our mandate included tax assistance on the tax treatment of capital goods seized by the Romanian authorities, drafting letter to the tax authorities and representation in front of them for clarifying the tax position of the individuals and legal entities involved in the case at hand.
• DePaul University, a U.S.-based private university, whose priority is teaching and developing an effective educational system. In achieving the main objective of the client, our mandate included assistance with regard to tax implications on offering a study program in Romania.
• Litens Automotive Group, a leader in the production and commercialization of automotive equipment and CPI Wirecloth & Screens Group, a leader in the production and commercialization of woven wire mesh and wire cloth products, with respect to the VAT and EORI registration of their new Romanian subsidiaries, as well as with respect to various day-to-day tax related matters.
• Schlumberger Group, the world’s leading provider of technology for reservoir characterization, drilling, production, and processing to the oil and gas industry, with respect the merger by consolidation undergone between two Romanian subsidiaries.
• Sciformix Corporation, a leading scientific knowledge-based organization that provides process, technology and consulting services to the life sciences industry, in concluding various agreements with Romanian workforce providers and advising on the tax implications arising from such structure.
• Numerous clients, amongst which Vinci, Danone Group, AXA, Atos, Total, Valeo, Vivendi, Veolia (a leading European player in environmental services sector), Thales, Capgemini SAB Miller, etc., inter alia, on matters pertaining to employee stock option plans, which involved advice on the legal and tax implications and assistance throughout the implementation of such plans, including fulfilling the necessary formalities with the competent authorities and institutions (e.g., the National Bank of Romania), obtaining the necessary clearances social security payments, etc.