Category: Moldova

ACI Partners’ Igor Odobescu Interviews Duet Private Equity Limited Operating Partner Boris Salas, about the Deal of the Year in Moldova

Igor: How exactly did this deal come about – what was the purpose behind it?

Boris: I, through my investment firm Soterios Capital Partners (Duet Private Equity’s partner for this investment), have a strong and long-standing relationship with leading Spanish utility group Naturgy (formerly Gas Natural Fenosa) which was the sole shareholder of Premier Energy Moldova (formerly Gas Natural Moldova). We were initially attracted by the quality of the company, its management team, and the prospects of Moldova. These aspects were later reconfirmed by the strong support of the Moldovan Government and Authorities for us investing in the country

Igor: Were you satisfied with ACI Partners’ assistance? What parts of our service stood out the most to you?

Boris: It was our first investment in Moldova and thus top quality local advice is critical, in particular in a regulated sector such as energy and considering the strategic importance of Premier Energy Moldova in the country and region. ACI proved to be the ideal partner for us as not only did they perform an outstanding legal work but they also led us through the key administrative and political requirements we had to perform. ACI’s participation has been critical for our successful investment and we regard them as our partners in Moldova

Igor: How about the process of the deal itself? Were you surprised by any of it, or frustrated by any of it? What stands out in your memory?

Boris: I would highlight, in particular, the continuous support by the Moldovan Government and Authorities. You would not expect this from the outset and, compared to other investments in regulated sectors we have completed, this one has proven to be less complex. Also, I would highlight the quality of the company’s management teams which proved to be of tremendous support for the successful completion of the investment

Igor: In your opinion, what was so significant about this deal, and what do you think it means for Moldova?

Boris: This has been one of the largest foreign investments into Moldova since its independence which should support and mark the attractive future prospects of the country and its economy.

Igor: Thank you for allowing us to be a part of this award-winning deal. It was a pleasure working with you.

Boris: Thank you ACI for being the best partner we could have wished for to enter the Moldovan market. We trust this partnership will endure and we can further support the Moldovan economy going forward.

This Article was originally published in Issue 7.4 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

Roman Ivanov and Sergiu Bivol have been promoted to Partner at Vernon⎮David in Moldova.

Sergiu Bivol joined Vernon⎮David in 2008 and was the first lawyer hired by the firm in Moldova. He specializes in commercial and corporate law, dispute resolution, international arbitration, and real estate transactions, with a special focus on mergers and acquisitions and complex commercial disputes, including representing the interests of clients against the Republic of Moldova. According to Vernon David, “over the last few years, he has acted as a team leader on several projects in various fields, including telecommunications, media, television, sports, agriculture, plant protection, pharmaceuticals, steel production, banking and infrastructure.” The firm reports that he “will continue to ensure the administrative management of the Moldovan office, as well as the coordination of the practice of the Department of Corporate and Commercial Law, Mergers and Acquisitions and the Litigation Department in Moldova.

Roman Ivanov studied at Universitatea di Stat din Moldova. Prior to joining Vernon⎮David in 2009, he worked as a Deputy Head of Legal Service in the Moldovan Ministry of Justice and official translator at UNDP Moldova. According to Vernon David, Ivanov “specializes in banking and financial law, the field of regulation and compliance, as well as that of intellectual property. In recent years, he has worked for a large number of banks and financial institutions, including expansion projects implemented by various international banking groups, as well as the acquisition of credit portfolios and financial assets. In addition, he assisted creditors and debtors in their financial transactions, having essential experience in working with stock exchange transactions, trade finance and securitization. Ivanov will continue to coordinate the Banking and Financial Law department, the field of Regulation and Compliance, as well as Intellectual Property in Moldova.”

“It’s a great pleasure to announce the promotions of Sergiu and Roman to the position of Partner,” said Vernon⎮David Managing Partner Charles Vernon. “They have been with us since the beginning of our Moldovan office and have contributed enormously to its success and development. They are exceptional lawyers, exceptional colleagues and good friends.”

Moldova’s Popa & Associates has become a fully integrated office of Grata International.

According to Grata International, Igor Popa, who will head the office in Chisinau, “combines the functions of managing the firm with active involvement in projects of his team.” According to the firm, “with 18 years of experience in assisting foreign investors in Moldova, Igor possesses in-depth expertise of the local legal market.”

“I’m extremely proud that after a successful period of association, during which we synchronized internal management processes and quality standards, the parties made the right decision to fully integrate Popa & Associates into Grata International’s family,” said Aidar Sarymsakov, a member of Grata International’s Global Board. “From this moment, Popa & Associates, a brand name well respected in Moldova and other countries, transforms into Grata Moldova and opens a new page in the history of one of the leading firms in Moldova.”

Igor Popa, Grata International Senior Partner in Moldova, explained his firm’s decision to join the Central Asia-based international network. “We are taking the globalization route by merging with larger counterparts. This trend in expansion is being driven by the automation of legal processes and new technology tools. Our clients — multinational companies — need legal advisors who can assist with day-to-day activities as well as corporate life events across many jurisdictions around the globe. We believe that this integration will build a great synergy – the combined value and performance of Popa & Associates and Grata will be in the benefit of our clients and our colleagues.

In addition, the former Popa & Associates announced, “to meet growing client requests, we will hire new lawyers in the following practice areas: Merger & Acquisitions, Banking & Finance and International Taxation.”

Following its exit from the Soviet Union, the Republic of Moldova started its independent life with a poorly-regulated medical system that lacked the proper means of ensuring patient safety.

However, in the last few years Moldova has increasingly adjusted its legislation to Europe’s, securing the rights of patients and improving the quality of drugs administered in the country.

The most recent achievement on this front is the transposition of the European Pharmacopeia into Moldovan law, which represents a significant accomplishment in terms of protecting society against such phenomena as adverse reactions to medical products and inferior drugs.

Evolution of the Pharmacovigilance System

Even before the pharmacovigilance system was established, several legal provisions ensuring the safety of drugs placed on the Moldovan market were included in the country’s domestic legal framework.

The first attempts of the Moldovan legislator to impose certain drug safety standards were made by means of the Law on Drugs in 1997, which established the requirement that medicines be of good quality, proper for their purpose, and without undue adverse reactions. In 2003, though not yet a member to the Convention on the Elaboration of a European Pharmacopeia, Moldova nevertheless introduced the concept of the European Pharmacopeia into its legal framework by supplementing The Law on Pharmaceutical Activity of 1993 with a general requirement that drugs must comply with the standards established by the European Pharmacopeia. Also, between 2006 and 2015 the Ministry of Health of Moldova enacted additional secondary legislation, establishing a number of measures to be followed by medical staff and drug manufacturers in respect to drug safety, drug registration, and the reporting of recorded adverse reactions. The above-mentioned acts constituted stepping-stones towards today’s Moldovan pharmacovigilance system.

Pharmacovigilance Today

Moldova’s current pharmacovigilance system is a well-developed mechanism, with several methods for ensuring that the drugs offered to Moldovan patients comply with European safety requirements. By adhering to the Convention on the Elaboration of a European Pharmacopeia in 2016, Moldova has undertaken to observe and comply with the standards and requirements established by the European Pharmacopeia and impose them on any drug manufactured in or imported into Moldova. In 2017 and 2019, the Ministry of Health set the timeline for transposing the ninth and tenth editions of the European Pharmacopeia into Moldovan law. Edition No. 10 is to become fully enforceable in Moldova by 2022.

The current pharmacovigilance system includes a centralized mechanism instituted within the Medicines and Medical Devices Agency that provides for the collection of reports on adverse reactions and also imposes certain measures to ensure that drugs that may cause unforeseen adverse reactions are excluded from the market.

Thus, under the Regulation on Execution of Pharmacovigilance Activities, the holders of drug registration certificates are required to develop a pharmacovigilance plan ensuring the quality control of the medicinal products placed on the market. Such entities are required to report any adverse reactions to their products to the VigiBase database. Furthermore, these entities are required to perform continuous scientific research of their products, undertake necessary actions to minimize any risks posed by the drugs they place on the market, and adopt appropriate preventive measures.

Besides the holders of drug registration certificates, medical staff that has been informed of adverse reactions to particular medicinal products and patients that have experienced them are also required to report to the Agency.

Pharmacovigilance Effectiveness

Though it is a new mechanism and the practice of reporting adverse reactions is still under development, the pharmacovigilance system has already registered significant results, having attained its core objective – ensuring that drugs posing a risk to human health are prohibited and/or removed from the Moldovan market. The number of adverse reactions reported has risen from 277 in 2016 to 940 in 2018. Most of the reports (91.38% in 2018) were submitted by medical staff informed of adverse reactions to drugs administered to patients.

Although still in development, the Moldovan pharmacovigilance system appears to be a mechanism well-shaped and adjusted to European standards, representing an intrinsic tool for ensuring public health.

By Marina Zanoga, Head of Regulatory, and Doina Doga, Associate, ACI Partners

This Article was originally published in Issue 7.3 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

“Naturally, nobody in Moldova was prepared for this situation,” says Roger Gladei, Managing Partner of Gladei & Partners in Chisinau. “Still, even though the first reaction of the Government was sporadic, in the end, they were able to put resources together and come up with an articulated response to the crisis.”

The state of emergency that was announced in Moldova on March 17 was cancelled on May 15, Gladei reports, noting that the intervening period was “challenging, but rich in opportunities.” According to him, “since the initial reaction by the Parliament wasn’t robust enough, the Government started wearing the pants and passed an emergency ordinance on business support in its first pool of actions. The ordinance was declared unconstitutional by the country’s Constitutional Court, however. I think there is a good lesson to be learned here: everybody just needs to do their job.”

Ultimately, Gladei says that the first reaction of the Government was prompt – but not sufficient. “Salary taxes paid,” he says, “including insurance premiums and social contributions, could be partially repaid by the Government, but there was fair criticism that the mechanism employed was not the most effective. Employers would have to pay the taxes first in order to receive reimbursement – but the problem is that crisis-affected employers are short of cash to pay in the first place.”

He sighs. “The question at this new juncture is whether the Government will be able to subsidize salaries and offer real and sustainable support to the business community. This, of course, will require a large-scale allocation of public funds. The good thing is that Moldova’s development partners like the IMF, the European Commission, and the EBRD have pledged their support. Still, the budget gap is assessed as approximately one billion dollars, so the Government is seeing itself as omnivorous, looking both West and East for financial support.”

However, Gladei says, obtaining it has been contentious as well. “There have been negotiations about potential sovereign loans with both Russia and the Western partners (particularly the IMF).” The first attempt failed, he says, as “starting from the pole-position, the Russian USD 200 million loan was sent to the ditch by the Constitutional Court shortly after signing.” By contrast, the IMF’s provision of USD 235 million in financial assistance was approved on April 17, catalyzing developmental partner support. Shortly thereafter, he reports, “the Parliament pulled itself together and voted for the conditionalities to access the EU 100 million loan, setting a fragile but sustainable platform for the Government to cope with the economic problems brought by COVID-19.”

“Even though the situation is not as good as it used to be, qualified lawyers are still busy,” says Gladei, adding that “even if they are able technologically to work remotely, we failed to keep up with the ‘stay home’ slogan entirely, since our clients (both existing and new) have been keeping us fully geared. Most existing clients elected to keep their projects rolling, and some even started new projects. The recent experience of closing the Moldcell acquisition – a cross-border complex M&A transaction – amid a state of emergency was truly amazing, as we didn’t know until the last minute if we would be able to complete it, as stones were falling from all sides. On the other side, a whole new wave of clients interested in learning how to adapt to new rules or how to restructure their contracts given the situation just recently showed up.”

“Against this background, we established a dedicated portal on our website to provide first-hand legal analysis of the most stringent COVID-related legal issues,” Gladei says, proudly, “and we have now embarked on a new thrilling project, supported by the EBRD, providing legal assistance to Moldovan SMEs affected by the pandemic. It’s natural to feel a duty to help people overcome their problems in times of need.”

“Things are starting to get back to normal in Moldova,” says Gladei optimistically. “The situation, no matter how unfortunate it is, will shake up business and make way for new opportunities. It’s important to always look for a way to transform a threat into an opportunity. This means that companies will have to shift towards more viable models, understand their weaknesses, and rethink their business. I think that after the crisis passes, Moldovan business is going to become more mature and competitive, opening the door to investment and growth.”

“The end of 2019 has marked the end of the Sandu Cabinet — led by former Prime Minister Maia Sandu — and the takeover of the Prime Minister position by Ion Chicu,” says Daniel Cobzac, Managing Partner at Cobzac & Partners in Chisinau. “The Socialist Party now has its largest representation ever, and it was able to appoint one of their own to the Prime Minister’s position.”

According to Cobzac, “the other seats are reserved for the Democratic Party, which at this point is going through a tough period.” According to him, “a couple of their representatives have recently left the Party, stating that they ‘disagree with the Party’s policies.’ They currently have 22 seats, while the Socialists hold 37 seats. Thus, together both parties hold the majority with 59.”

Cobzac reports that the Moldovan Parliament voted in a few new legal procedures, including, most notably, one related to preventing money laundering and the financing of terrorism. “The legislation itself existed since 2017,” he explains, “but there was no mechanism of control by the state’s institutions. These new laws were made to regulate the procedure, and were very welcome.” Nonetheless, Cobzac reports being dissatisfied with how strict the laws are, as they provide for “very large fines for entities who are obliged to monitor deals, but also every other actor involved in the deal.” He admits that many “still have no idea how this will eventually play out in practice.”

Although he reports some chaos following the end of the Democratic Party’s Government, Cobzac says that “the political situation in 2020 is improving,” which he describes “a good sign for Western partners, as the new Prime Minister sympathizes with Russian Federation and makes attempts to improve relations with both the EU and USA.”

Still, he says, “the newly-appointed Government will try to attract foreign investment, but personally, I am not optimistic.”

But there’s another opportunity for change coming soon, Cobzac points out, noting that the upcoming Presidential election, which is set to take place in the fall, is now the hottest topic in Moldova. “Multiple promises were made, and while remaining skeptical, we hope some of them will actually come true.”

Ultimately, Cobzac says, “our Western partners have already given us signs that they will not carry on with the investment plans and will cease cooperation if major reform in the judicial sector doesn’t happen soon.” He reports that the previous Government started working on some of those reforms, but those efforts tailed off. “It is time to continue walking down this path. Otherwise, we might find ourselves without any funding in the future. Isolation was, and still is, our biggest fear.”

Schoenherr has advised Fintur Holdings B.V. on its USD 31.5 million sale of its 100% holding of Moldcell S.A., to CG Cell Technologies DAC. Gladei & Partners advised CG Technologies.

Fintur Holdings is a wholly-owned subsidiary of listed Swedish telephone company Telia Company AB. CG Cell Technologies is wholly-owned by the Nepalese business group CG Corp Global.

According to Schoenherr, “at the beginning of 2019 Turkish Fintur Holdings B.V. became part of Telia, a Swedish-Finnish multinational telephone company and mobile network operator present in Sweden, Finland, Denmark, Lithuania, Latvia, and Estonia. With approximately 900,000 customers, Moldcell is Moldova’s second-largest telecoms operator. The divestment of Moldcell marks Fintur’s exit from the Eurasian market.”

Schoenherr’s team was led by Managing Partner Vladimir Iurkovski and included Associates Andrian Guzun and Denis Lefter.

Major developments in 2018 and 2019 have affected the growth of the agricultural industry and agribusiness in Moldova. Key among these developments was the March 1, 2019 adoption of the restated Moldovan Civil Code, which significantly affected the parts of the Moldovan legal framework relevant to businesses.

The Civil Code is the most comprehensive and detailed legislative act in the area of private law in the Republic of Moldova. This organic law regulates the status of persons, property, obligations, inheritance, and private international law. Adopted in 2002, it entered into force on June 12, 2003, and it has undergone only minor amendments in the 15 years since. This legislative policy was intentional, in order to ensure stability of the private law in the Republic of Moldova. The Law to Modernize the Civil Code and to Amend Certain Legislative Acts that entered into force on March 1, 2019 (the “Law”) is a significant step forward and a major effort to modernize the national legal infrastructure, in order to bring it in line with current regulatory regimes elsewhere in Europe and the rest of the world. 

In this regard, the latest legislative developments on the international and European levels have been studied and considered, in particular the Draft Common Frame of Reference (DCFR) of the European Union and the civil codes of jurisdictions such as Germany, France, Romania, Italy, the Czech Republic, and Hungary, as well as the recently-amended Russian Civil Code.

The Law was adopted to bring the private law in the Republic of Moldova more in-line with European and international developments, more accurate and predictable, to better protect the validity of the contracts, to enhance the freedom of contract in B2B transactions, and to improve consumer protection in B2C transactions, among other things.  Among the many novelties is the introduction of the law of trusts (fiducia).

In addition, and in part due to the reform of the Civil Code, 2019 has also been significant for the development of Moldovan agribusiness in terms of redefining the ability of companies in the sector to finance their development. Although the Moldovan finance market is fairly limited (with Moldovan banks and lending companies only making traditional financing products available), Moldovan laws and practice do not significantly limit or discourage the ability of companies to seek financing abroad.  

Acting on this basis, the Trans-Oil Group of Companies – the single largest Moldovan agricultural business group (involving over fifteen companies in Moldova, as well as several in Switzerland and Cyprus) – has made, through an Irish subsidiary, a USD 300 million secure Eurobond issuance on the Irish Stock Exchange. The settlement date of the issuance was April 9, 2019, with the Eurobonds maturing on April 9, 2024. This Eurobond issuance is the first of its kind for Moldova and its implementation involved a number of novel legal issues and solutions. 

The bulk of transactional documents in the issuance were not governed by Moldovan law. The effects of such documents would be recognized in Moldova, however, by virtue of Moldova’s private international law, which, after the reform of the Moldovan Civil Code, implements the EU Rome I Regulation and the favorable regime instituted thereby. In particular, the new provisions have largely done away with the poorly-defined concept of “mandatory provisions of law” of Moldova, which, due to its broadness, could easily limit the effects of contracts governed by foreign law. A significant portion of the security documents put in place to secure the issuance were governed by Moldovan law, but with a much heavier degree of reliance on legal concepts and institutions existing under English law than is usual for cross-border financing transactions. These instruments also benefitted significantly from the reform of the Moldovan Civil Code and its greater allowance for customized contractual structures and provisions. Although complex and unusual, the transaction structure was possible to implement in Moldova.  Furthermore, the guarantees and security put in place by Moldovan guarantors for the purposes of the Eurobond were approved by the National Bank of Moldova, under Moldovan currency control laws, demonstrating that the implementation of such a novel financing solution is indeed possible, which should raise local awareness of and stimulate interest in the Eurobond as a financing instrument.

By Octavian Cazac and Vadim Taigorba, Partners, Turcan Cazac

This Article was originally published in Issue 6.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

Igor Andries is the Head of Legal & Regulatory at Orange Moldova.

CEELM: Thank you for speaking with us, Igor. Can you walk us through your career leading you up to your current role?

Igor: In my last year at Moldova State University Law Department, I won a fellowship from the Open Society Institute and continued my studies at the Case Western Reserve Law School in the U.S., where I obtained my LL.M degree in US Legal Studies, focusing on corporate, securities, and commercial law. Upon my return to Moldova, I joined a USAID-sponsored technical assistance project working on the reform of the Moldovan securities markets. In 1997, I obtained my attorney license and continued my career as general practitioner. From 1998 to 2003, I worked at KPMG Moldova, advising international and local clients on business law and taxation matters. Since the end of 2003, I have been Head of Legal & Regulatory Division of Orange Moldova, a subsidiary of the Orange Group, one of the world’s largest operators of mobile and Internet services. 

CEELM: What are the most significant changes you’ve seen in Moldova’s legal market over the course of your career?

Igor: Our legal framework has changed a lot over the years. Moldova received a lot of support from the EU, the United States, and international financial organizations in reforming its legal system and institutions in accordance with Western standards. These reforms made the work of a business lawyer more complex and demanding, but at the same time easier thanks to better transparency and improved processes. These changes created a demand for lawyers with a different approach, skills, and knowledge. There is a new generation of talented lawyers acting as in-house counsels or in law firms.

CEELM: Is the Moldovan legal and regulatory system as good as it could be for Orange Moldova? Are there changes you would like to see, or alternatives present in other markets that you would like to see tried in Moldova?

Igor: The current Moldovan legal and regulatory system is generally favorable for business, but not as good as it could be. There are still many problems that need to be addressed by the authorities. Orange understands though that Moldova is a young country which is still in transition. Being one of the major investors in the country, Orange is in constant dialogue with various institutional stakeholders and plays an active role in improving Moldova’s legal and regulatory system using various platforms. 

CEELM: Tell us about the legal department at Orange Moldova. How big is it, and how is it structured?

Igor: We are eight lawyers. Each lawyer takes care of a particular area, however there is no strict delimitation and we are happy to help each other when necessary. The lawyers at Orange Moldova are experienced and qualified professionals, with a high work ethic. Each of them works quite autonomously, with little direction and oversight, but can count on colleagues for advice and support. We also have a very close cooperation with our colleagues from business teams.

CEELM: What is your typical day at work like?

Igor: I spend quite a lot of time on operational matters and advocacy. This includes working or guiding my colleagues on more complex issues and performing tasks which set policies or rules. I also try to be proactive and use every opportunity to contribute to the improvement of the legal and regulatory framework that impacts our company.

CEELM: What skills do you think you have that are of most use to you in your job?

Igor: I try to maintain a business approach to my job. A good business lawyer should not simply answer questions on what is the applicable law, but act as if she or he is running the business together with her/his colleagues responsible for business processes. This means that he should be proactive: anticipate issues, help find solutions, evaluate risks, and give clear recommendations. Other important skills are tenacity, perseverance, communication skills, and leadership.

CEELM: What was your biggest success or greatest achievement as a lawyer in terms of particular projects or challenges?

Igor: I am very proud of my contribution to the success of Orange’s business in Moldova and to the shaping and improvement of the Moldovan legal and regulatory system, which has wider effects on the country and its people. 

CEELM: What one person would you identify as being most important in mentoring you in your career? 

Igor: I have learned from many people I worked with. Still, I am particularly thankful to my bosses – both Managing Partners and CEOs – who have always supported me and helped me grow professionally. Each of them was different and taught me various things: be business-minded, communicate efficiently, take responsibility for solving issues, turn challenges into opportunities, and constantly look for innovation.   

CEELM: On the lighter side, what is your favourite book or movie about lawyers or lawyering? 

Igor: My favorite movie about lawyers is “A Civil Action”, with John Travolta and Robert Duvall in star roles. It is about a successful and cynical personal injury lawyer from a small law firm who takes on a case involving two big industrial companies thought to be responsible for causing a serious disease to several people through contamination of the town’s water supply, at the risk of bankrupting his firm and career. I saw this movie when I was in law school in the US. I liked the main character very much for his tenacity, loyalty to the client’s cause (“the case is about more than just money”) and sense of humor. I probably wanted to be a little bit like him. 

CEELM: What would you like the world to know about Moldova that isn’t that obvious?

Igor: Moldova is a beautiful country, which has many talented and hardworking people. Despite all its problems, it could be a good investment opportunity for those with patience and determination. 

This Article was originally published in Issue 6.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.