The world’s emerging markets hold great promise for economic growth,
offering businesses, financial institutions and investors new opportunities
to expand their revenue base and reduce operating costs by tapping into
dynamic new customer, labor and investor markets and investing in
higher-yielding financial assets.
Increased investment, trade and diversification in emerging markets provide
positive long-term prospects for the participants and their customers and
investors. To participate in transactions in emerging markets, however, a
company must be well-prepared—and well-advised – and Herzfeld & Rubin, P.C.
offers over twenty years of leadership in guiding clients through the
complexities of operating in such markets.
At Herzfeld & Rubin, P.C., we recognized the importance of emerging markets
more than 20 years ago. We opened an office in Romania in the early 1990’s
from which we expanded our practice, first into South East Europe across
several practice areas and then globally to Latin America, Asia and Africa.
Our early introduction to emerging markets has provided our team of
professionals with experience working with enterprises in many regions
throughout the world on a large variety of matters, which is complemented by
the knowledge and expertise of H&R lawyers in other, related practice
groups. Our team is further complemented by the lawyers of our affiliated
law firms, Rubin Meyer Doru and Trandafir in Romania and Balter Guth Aloni
in Israel. Recognizing that our clients’ success is our own, H&R is
constantly investing in our capability to provide our clients with both
comprehensive advice and strong execution in these dynamic markets.
Although transactions in emerging markets may have the same basic structure
as in other jurisdictions, their execution can be far more complex due to
legal, regulatory, cultural and political differences that require knowledge
and understanding of the local landscape. Our depth and wealth of experience
in structuring and executing complex transactions in unusual places and
managing local law firms enables our clients to navigate their way through
the sometimes uncharted waters of emerging markets with confidence. We free
you to attend to growing your business instead of getting caught in legal
and regulatory quagmires.
Most significantly, we provide our services in a highly
cost-effective manner at rates lower than comparable
practitioners in the field.
There is no substitute for having a team with a sophisticated understanding
of the client’s business and industry. Among the industries with which our
attorneys have significant experience are:
H&R lawyers have represented domestic and foreign companies, banking
institutions, global investment banking firms, international investors and
other parties in numerous privatizations, public and private securities
offerings, mergers & acquisitions, reverse mergers and alternative public
offerings, commercial financings, joint ventures and other complex
transactions. They have provided domestic tax advice to the world's largest
beverage company, the world's largest manufacturer of mainframe computers,
the world's largest consumer products manufacturer, one of Europe's largest
pharmaceutical firms, several foreign banks, leading multinational defense
contractors and other firms engaged in manufacturing, shipping and real
estate development. Representative transactions include:
Mergers & Acquisitions
Other Cross-Border Transactions
In all of these transactions, H&R’s lawyers brought together the unique
combination of good lawyering and public affairs counseling that are
essential to the successful conclusion of transactions in the evolving
political and economic environments characteristic of emerging markets.
Creative structuring of transactions is a hallmark of H&R’s practice that
benefits from the resources provided by our various offices and support from
our competition law experts.
Our lawyers have also advised private companies, government and
quasi-governmental agencies and securities and commodities exchanges
regarding regulatory issues, currency swaps, corporate governance and
fiduciary issues. For example:
The firm has acted as international
counsel for the Ministry of Transportation of Romania in regard to
securitized and non-securitized bond offerings on European national
H&R's attorneys successfully concluded a
major foreign currency swap after the issuance of Romanian Samurai bonds
on the world market.
H&R obtained the requisite approvals and
licenses necessary for a number of our clients to commence banking
operations in emerging markets.
H&R attorneys have performed legal due
diligence examinations on large banks and other financial institutions
in the emerging markets.
H&R acted as General Counsel to the
Bucharest Stock Exchange during its first year of operations.
H&R advised listed companies on the
emerging markets’ stock exchanges in regard to compliance issues and
H&R developed the policy framework and
drafted the legislation necessary for the conversion of private
ownership funds into mutual funds and has assisted the International
Monetary Fund with respect to the implementation of a secondary
H&R has played a major role in significant power projects, including
proposed power generation and partial privatization arrangements.
In order to assist companies doing business in emerging markets in securing
needed financing for infrastructure investments, H&R attorneys formulated a
"commercial paper program" whereby promissory notes issued by the companies
were sold and traded. Such an issuance provided a superior form of financing
as opposed to bank credits that were limited and obviated the need to engage
in a costly currency exchange.
H&R attorneys have also structured syndicated loans from Western lenders,
guaranteed by governments, and required to finance short-term energy needs.
H&R has acted as international counsel for Romania’s National Road
Administration in regard to bond offerings for road construction projects.
And H&R attorneys have represented successful bidders in both analog and GSM
licenses for cellular telephone networks in substantial telecommunications
transactions. We have also worked on transactions involving satellite,
radio, cable television and other related areas.
The firm also has an extensive practice in virtually all aspects of real
estate development and finance, with broad experience in matters relating to
the ownership, assembly, acquisition, development, construction, operation,
financing and securing of real estate assets. H&R represents prominent U.S.
and international developers in a wide range of projects including
development of a $2.2 billion entertainment center in Eastern Europe.
H&R advises U.S. and foreign companies on developing, implementing and
rigorously reviewing their Foreign Corrupt Practices Act (“FCPA”) compliance
programs and familiarizing their overseas branches, subsidiaries, managers
and agents with corporate procedures for handling contracts with foreign
government entities or involving government officials. Our attorneys' work
on FCPA issues not only encompasses issues directly associated with
compliance programs, but also entails risk assessment, conducting internal
investigations related to potential violations, transaction counseling (when
working with state-owned entities or other high-risk enterprises) and
advising buyers and sellers regarding FCPA due diligence in mergers and
Arbitration of investor disputes is an emerging and increasingly expanding
aspect of international trade law. H&R has a proven track record assisting
multinational companies and other clients in arbitrations conducted
throughout the world, and are experienced in international commercial
arbitration, both as counsel and as arbitrators.
The firm has also provided advice to the Government of Romania in regard to
the creation of historic urban district legislation and urban business
improvement legislation in connection with the renovation of the nation's
historic urban districts.
We provide advice regarding international trade from field to market and
from factory to showroom. We are experienced in negotiating and finalizing
contracts for production and supply, together with our transportation
specialists (including maritime and admiralty law). We provide advice
regarding shipment and transportation, warehousing, freight forwarding and
distribution, asset confiscation and expropriation, and trade finance.
Additionally, among other transactions, H&R has provided advice with respect
A Full Range of Services
H&R has a range of practice areas that work regularly in matters involving
the emerging markets and in related client activities. Each team of
attorneys collaborates firm-wide in order to offer our clients the
specialized knowledge that is needed in the emerging markets. The areas in
which we most often work include the following:
The strength of H&R’s Emerging Markets Practice Group lies in the
extraordinary lawyers who serve our clients. Please learn more about the
people behind our services:
Eric C. Rose,
a multi-lingual international attorney, served for over a dozen years in
leading in-house business development positions at leading Fortune 500
companies such as John Deere, Tyco Toys and American Standard. In that
capacity, Eric lead a number of mergers, acquisitions, joint ventures
and greenfield projects in two dozen developing countries on four
continents including, among other, in Bulgaria, Russia, Turkey,
Thailand, Vietnam, China, South Africa, Egypt, Turkey, Chile, Colombia
and Mexico. While in private practice at major law firms, as well as
while leading an international management consulting company, Eric has
specialized in reorganizing privately-held mid-tier companies in the
energy-equipment manufacturing and defense industries, preparing them
for IPOs and M&A transactions.
Sergiu Doru is one of
Romania's foremost lawyers. He graduated from the University of
Bucharest School of Law in 1982 and was admitted to the Bucharest Bar
that same year. He is a highly regarded specialist in capital markets
and banking law, representing major Western financial institutions in a
wide variety of financial transactions including project finance,
municipal and Romanian State bond offerings, asset-based lending,
unsecured financing, letter of credit transactions, real estate
financing, asset securitization, and credit enhancement arrangements. In
addition, Mr. Doru has assisted foreign banks in establishing and
chartering branches and representative offices in Romania. He advises on
cross-border transactions, joint ventures, off-shore investment funds,
and international trade and trade finance matters throughout South East
is a Fulbright Scholar admitted to the Bucharest Bar. He also received a
diploma in Comparative Law from La Faculte Internationale de Droit
Compare in Strasbourg, France. Mr. Trandafir is one of Romania’s leading
experts in antitrust and competition law matters and specializes in
international arbitration. He has successfully engaged in numerous
arbitration proceedings throughout Europe involving matters arising from
transactions in the continents emerging market nations.
Through the advice of experienced counsel, clients entering unfamiliar
emerging markets can more easily bridge the sometimes vast cultural
differences that exist in terms of business norms in various parts of the
world. Clients have come to rely upon our advice because they know that our
execution of their requirements is distinguished by the depth and wealth of
our experience, steeped in both civil and common law. We are proud of our
team’s ability to provide clients in emerging markets with exceptional
quality legal representation; while this does not guarantee business
success, its absence increases the risk of disappointing results. Our
lawyers are constantly seeking ways to improve our clients’ likelihood of
success. In the emerging markets more so than anywhere else, this requires
experience, depth and an awareness of the cultural and legal nuances that
must be considered in each matter.
Additional materials concerning the lawyers who form the core of our
emerging markets practice, as well as information concerning our firm as a
whole, can be found on our website and are available upon request.
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