Practice Areas: Corporate & Securities

Since its formation over fifty years ago, Herzfeld & Rubin P.C. has been regarded as a leading Wall Street business law firm. Today, the firm's corporate and financial practice is international, regional and national in scope and includes in its client base some of the world's largest corporations and financial institutions, as well as numerous middle market and emerging firms. The firm's corporate attorneys cover virtually all areas of business and capital markets including mergers and acquisitions, securities, joint ventures, privatizations, project and structured finance, international transactions, corporate governance, including counseling on compliance and other sensitive internal matters, and commercial lending and other commercial activities.

In South East Europe, RMDT acts as H&R's affiliate combining global transaction management capabilities with a full service regional expertise and substantial resources in key financial and business centers. RMDT corporate attorneys structure some of the largest and most complex multinational securities transactions, while also providing precise and valuable counsel to newly emerging regional and national companies. While a good portion of our corporate practice involves publicly held companies and securities firms, RMDT also represents private businesses, including partnerships, limited liability companies and other entities in the creation, planning and operation of their businesses, financing respective transactions, corporate control issues, restructuring programs and debt and equity matters. Among the industries that RMDT attorneys have served are:
  • Oil & gas;
  • Manufacturing;
  • Transportation;
  • Transportation;
  • Automotive;
  • Petrochemicals;
  • High-Technology;
  • Media;
  • Telecommunications;
  • Health Care;
  • Financial Services;
  • Aluminum;
  • Steel;
  • Entertainment;
  • Retail;
  • Construction;
  • Real Estate;
  • Agriculture; and
  • Environmental and Waste Management.
With such unparalleled experience spanning the breadth of virtually every industry, RMDT attorneys are widely respected for their ability to structure and coordinate all aspects of complex deals and to collaborate closely with their colleagues from other practice groups such as taxation and litigation.

Specifically, the firm has sophisticated banking & financial services, privatization, M&A and securities practices. With regard to banking & financial services, RMDT attorneys work regularly with the largest foreign banking institution in Romania and have consistently provided counsel for most of the world's largest investment banking firms including, among other things, transactions involving corporate and municipal bond offerings, privatizations, debt and equity acquisitions and institutional investment strategies. Furthermore, RMDT attorneys tailor their private sector experience with their public sector expertise in providing legal counsel to the National Bank of Romania, numerous Romanian state-owned banks and the Ministry of Finance.

RMDT attorneys participate in a full range of securities transactions, including initial and secondary offerings, private placements and workouts of senior and subordinated debt, convertible debt, equity securities, start-up financing and commercial paper. Our attorneys also have years of experience in exchange offers, tender offers, and securities compliance and enforcement matters.

Attorneys in the securities group include individuals with extensive experience in virtually every field of corporate, securities and commercial law relating to financing transactions by domestic and foreign corporations, partnerships, limited liability companies, investment funds and governments. In structuring and implementing transactions or providing advice on securities matters, our securities attorneys coordinate with other practice groups within the firm to secure the necessary expertise in those specialized areas, such as taxation, employee benefits and antitrust (competition), and those industry sectors, such as telecommunications, transportation, mining, chemicals and the like, relevant to the transaction or matter. The breadth of experience and worldwide coverage of the firm's offices, including local practice ability in many of these offices combined with RMDT's global capital markets experience, enable our attorneys to effectively service multi-jurisdictional financial transactions on an efficient and cost-effective basis.

Specifically, RMDT attorneys have provided counsel to, among others, the following successful transactions:
  • The first and largest Romanian corporate hard currency-denominated bond offering for a consortium of investment banks representing Romania's largest electric utilities company;
  • A major foreign currency swap after the issuance of Romanian Samurai bonds on the world market;
  • Advised numerous companies listed on the Bucharest Stock Exchange and the RASDAQ regarding compliance measures and shareholder matters;
  • Development of the policy framework and drafting of the legislation necessary for the conversion of the Private Ownership Funds;
  • Advised the IMF regarding the successful implementation of a secondary securities market in Romania; and
  • Acted as General Counsel to the Bucharest Stock Exchange.
In the privatization arena, RMDT attorneys have overseen some of the largest acquisitions and privatizations in Romania. Of note, RMDT has advised:
  • one of the world's major telecom operators in regard to the largest foreign investment made in Romania since 1989 in the acquisition and privatization of RomTelecom, Romania's fixed telephone service provider, including providing advice concerning the legal and regulatory issues involved in structuring the transaction and the complete due diligence examination of the company. Most significantly, the firm successfully stewarded this complex transaction through the Competition Council in a first-of-its kind procedure which has set the precedent for future applications before the Council;
  • in the acquisition of the largest oil refinery in Romania;
  • in the purchase of a half billion dollar automotive manufacturing business;
  • in the privatization of the largest metals plant in Romania;
  • in the acquisition of the largest steel plant thus far offered for privatization in the country
  • in the privatization of Petrom, the state oil company;
  • in the sale of the largest automotive parts manufacturer in Romania;
  • in the sale of one of the nation's largest cement manufacturer; and
  • in the privatization of Romanian petrochemical plants, tire producers, farm machinery manufacturers, cable manufacturers and telecommunication operations, packaging plants, and pharmaceuticals, to name just a few of the industries in which the firm has provided counseling.
At the core of RMDT'S corporate activities, rests our M&A practice group. Our teams of experienced attorneys employ their tested knowledge of strategies, tactics and instantaneous developments to provide immediate, crucial and effective advice to clients, including corporate buyers and sellers, merchant banks, commercial banks, investment banks and institutional investors. Since many M&A matters require time-sensitive inputs and supports from various groups within the firm, our M&A practice relies heavily on the hallmark of RMDT - diversified practice groups efficiently streamlined and coordinated to provide our clients with maximum leverage and advantage.