American Chamber of Commerce in Romania

bpv GRIGORESCU ªTEFÃNICÃ obtains a favourable solution for FC Uni-versitatea Cluj – Napoca against the shareholder Intop Construction in the litigation procedures initiated by this company for the purpose of annulment of the resolution regarding the increase of the club’s share capital increase.

Intop Construction, owned by Impact Group and businessman Dan Ioan Popp, requested the annulment of the resolution by which FC Universitatea Cluj – Napoca decided to increase its share capital by conversion of the debt due to its major shareholder into shares of the club. Intop Construction invoked breach of its right of first refusal for the additional shares issued against the company’s debt.

The court of first instance, Cluj Tribunal and the appeal court, Cluj Court of Appeal ruled in favour of the plain-tiff, considering that, when the share capital is increased by converting an uncontested, liquid and enforceable debt of the joint stock company, compliance with the right of first refusal of the existing shareholders is necessary.

The appeal filed by bpv GRIGORESCU ªTEFÃNICÃ was resolved in favour of the club by the High Court of Justice, in the sense of rejecting the annulment claim filed by Intop Construction. The High Court ruled that a share capital increase by setting off with shares of an uncontested, liquid and enforceable debt against the shareholders of a stock company represents conversion of company’s debts into shares. This operation means increasing the share capital by reducing the liabilities with the value of the set-off debts, and in such cases the compliance with the right of first refusal is not necessary.

bpv GRIGORESCU ªTEFÃNICÃ team of lawyers included partner Daniel ªtefãnicã and associate Raluca Marcu.

Following this irrevocable decision of the High Court of Justice, Florian Walter, majority shareholder of FC Universitatea Cluj sports club presently holds 96,8% of the club’s shares.

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bpv GRIGORESCU STEFANICA is a Romanian law firm created through the successful merger between the law firms bpv GRIGORESCU and ªtefãnicã & Florea in March 2011. The firm comprehensively advises in the areas of Anti-trust and Merger Control, Banking and Finance, Corporate and Commercial, Dispute Resolution, Employment and Pensions, Energy, Environment and Regulatory, EU Law, Mergers and Acquisitions, Public Procurement, PPP and Concessions, Real Estate and Construction, Taxation. bpv GRIGORESCU ªTEFÃNICÃ is a founding member of bpv LEGAL, an alliance of independent commercial law firms represented in Bratislava, Brussels, Bucharest, Budapest, Prague and Vienna, which offers cross-border legal advisory services to clients in Central and Eastern Europe.

For further information please contact us.

Christina Costa, Public Relations and Communications Manager

Tel: +40 730 61 47 46

Email: christina.costa@bpv-grigorescu.com