In the contemporary business landscape, there are not only entities with legal personality (such as joint-stock company-SA, limited liability company-SRL), entities without legal personality (joint venture, partnerships) already known, but also unregulated entities for the time being in European Union and emerged as a result of the development of blockchain technology, such as DAO (Decentralized Autonomous Organization, which incorporates decentralization as the governance structure of the organization).

The range of contractual relationships has diversified from legal relationships regarding the acquisition of products and services offline that require traditional agreements, to the sale of products and services online that require specific documentation, to complex legal relationships that require agreements and documentation tailored to long-term multi-jurisdictional collaborations, requiring investment vehicles and multiple investments and financing structures.

The digitalization and pandemic of Covid-19, the implementation of technologies such as AI (Artificial Intelligence), RPA (Robotics Process Automation), DLT (Distributed Ledger Technology), and metaverse are determining the change of employees’ work as well as adaptation of the working relationships. In addition, the companies encounter the necessity for more agile corporate governance structures that allow rapid responses to change, including the change related to work on distance. The companies want to become flexible communities detrimental to pyramid-type structures.

Also, partnerships with other entities become a necessity for companies as well as the use of a wide range of software applications and services, leading to the integration and sharing of data between companies. All these aspects require an analysis of the risks and the risks mitigants, as well as the drafting/negotiation of agreements related to aspects such as cybersecurity and protection of personal data, but especially consultancy in the management of agreements’ performance.

By using legal services both for matters related to the application of incidental legal provisions and for drafting/amending/negotiating traditional agreements, for consultancy on projects involving smart contracts (insofar as they can be assimilated to contracts), and for aspects related to entities with or without legal personality and various structures, the companies with a long-standing activity (including the companies listed on BVB), as well as the startups are assuring the success of projects and the elimination of legal risks.

NewLegalWay provides legal consultancy on Commercial Law and Corporate Governance on the following aspects:

 

 

 Multinational companies and companies listed on stock exchanges

 

  • Consultancy regarding the participation of the companies listed on BVB to setting up new companies, the conclusion of the joint venture and partnership agreements and drafting related documentation; for more details see the Capital Markets section;

 

  • Revising, adapting the norms, guidelines, and procedures from the group level (in case of multinationals);

 

  • Drafting, amending agreements, procedures and internal policies, training materials and tests for companies in regulated sectors (eg credit institutions, non-banking financial institutions-IFNs, insurance-reinsurance companies, distributors and insurance intermediaries, electronic money issuing institutions, payment institutions, financial investment service companies- SSIF, pension fund managers, service providers of exchange services between virtual currency and fiduciary currency; digital wallet providers);

 

  • Modifying, adapting the codes of conduct for professional associations;

 

  • Documentation regarding the increase of share capital, decrease of share capital, transfers of shares (agreements for the transfer of shares); for more details see the Mergers & Acquisitions section;

 

  • Documentation regarding the establishment or accession to associations, foundations;

 

  • Documentation regarding the establishment/dissolution of subsidiaries, branches.

 

 

 Startups

 

  • Documents for the incorporation of a company (e.g. articles of incorporation, statements of shareholders, statements of directors, sole shareholder decision, decisions of the general meeting of shareholders, decisions of statutory bodies of foreign legal entities, statements on the ultimate beneficial owner-UBO);

 

  • Drafting, negotiating Shareholders Agreements;

 

  • Management agreements, individual labor agreements;

 

 

  • Decisions of the Board of Directors, decisions of the directors/managers, proxies granted by the management.

 

 

Corporate Governance

 

  • Drafting / revising the documentation for the General Meetings of Shareholders (GMS) in joint-stock companies and participating in these meetings, drafting the claims for annulment of the GMS decisions;

 

  • Consultancy regarding the attributions of GMS, directors and managers, drafting/revising the GMS decisions, the decisions of the Board of Directors, the decisions of the Management Committee and other committees;

 

  • Amendments to the articles of incorporation, drafting / revising management agreements, establishing management’ responsibilities, the delegation of duties, reporting and information obligations, the obligation to collaborate with the external auditor and the internal auditor, as the case may be;

 

  • Consultancy regarding the rights of shareholders and the relationship between them and the management;

 

  • Drafting / modifying internal procedures regarding the adoption of decisions, codes of conduct;

 

  • Consultancy on the relationship with investors (private equity funds, venture capital funds, strategic investors, private investors – individuals), changing the management and organization of the company;

 

  • Drafting shareholder loan agreements.

 

 

Employees and collaborators

 

  • Stock Option Plan (SOP) documentation for employees, directors, and managers;

 

  • Consultancy and drafting / amending confidentiality, non-compete, intellectual property, non-solicitation clauses;

 

  • Documentation related to employment relations (documents regarding disciplinary investigations, dismissal for disciplinary offenses, dismissal for professional misconduct, dismantling position, collective redundancy, transfer of employees, collective labor agreement negotiation) and information of employees on the legislation applicable to their sector of activity ;

 

Agreements and contractual documentation

 

  • Drafting / amending Non-Disclosure Agreements (NDAs) concluded with business partners / collaborators / providers / consultants / investors;

 

  • Drafting / amending sale-purchase contracts and service agreements in offline, specific documentation for the sale/provision of products and services in online (Terms and conditions regarding the use of the website and the sale of goods/provision of services, Cookies Policy, Privacy Policy, Privacy notice on the processing of personal data, Return policy, Procedure for the settlement of complaints and consumer protection information, Information notice/information on delivery, service, and warranty), for more details see section E-commerce;

 

  • Consultancy and drafting of joint venture agreements, partnership agreements, collaboration agreements,

 

 

  • Consultancy regarding the setting up or modification of existing structures and drafting /amending novation contracts, receivables assignment agreements, assignment of contracts;

 

  • Drafting / amending mandate agreements, brokerage agreements, agency agreements, commission agreements, sponsorship agreements;

 

  • Rental/sublease agreements in office buildings and shopping centers, free lease agreements;

 

 

  • Exclusive and Non-exclusive License Agreements, SaaS (License Agreement for Software as a Service) and Service Level Agreements (SLAs);

 

  • Reseller Distribution Agreement / Reseller Software Agreement, Mobile Application Development Agreement, and Mobile Application End-User License Agreement.