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Corporate Attorney

Location:
San Francisco, California, United States
Posted:
April 09, 2018

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Resume:

DRAGOS ROMAN

Tel: 707-***-**** / E-mail: ac428l@r.postjobfree.com

EDUCATION University of California, Berkeley School of Law

Advanced Degree in Law, Master of Laws (LL.M.), 2014

Berkeley Center for Law and Business, University of California, Berkeley School of Law

Certificate of Specialization in Business Law, 2014

University of Paris 1 Pantheon Sorbonne, School of Law

Advanced Degree in Law, Master of Laws in EU Business Law

University of Bucharest, School of Law

Bachelor’s Degree and J.D. (joint degree)

EXPERIENCE General Counsel

Amber Studio

a premium international interactive entertainment software development, publisher and creative company with offices in San Francisco, Los Angeles and Europe

San Francisco, March 2013-present

Overseeing and managing the legal affairs of the company, leading and directing company’s legal projects, formulating and ensuring implementation of policies and procedures from a legal perspective, guiding the legal strategy of the company

Overseeing, identifying and dealing with the legal issues in all departments and their interrelation, including design & software engineering, product development, R&D, operations, support & live ops, marketing & sales, finance, human resources, corporate governance and business policy

Assisting throughout all stages of product lifetime, including design, engineering, development, Q&A, publishing, marketing, live ops, exploitation

Overseeing legal compliance & strategy, corporate governance and corporate development, contract management and administration

Providing cross-functional counsel, guidance and support in local and international business related activities within a range of legal areas such as corporate law, mergers & acquisitions, private equity, capital markets, corporate finance, regulatory, risk management, employment, taxation, privacy & data protection, IP law

Handling various commercial transactions, including acquisitions, spin-offs, strategic alliances, joint ventures, partnerships, inter-company arrangements

Managing through structuring, negotiation, review, approval, closing, amendment, update, a variety of commercial agreements and legal documents, among which software and product development, purchases and sales, procurement, marketing, distribution, publishing, licensing, commercial lease, non-disclosure, statement of work, EULA, terms of service, privacy policy, term sheet, master services agreement, consulting, terms and conditions of business, etc.

Assisting with protection of IP rights, including game IP, game code, trademark portfolio, trademark prosecution, copyright protection, cease and desist letters

Managing customer, partner and supplier escalations, disputes and litigation

Managing multi-jurisdictional legal work, dealing with international legal matters and international laws and regulations in various areas of interest

Corporate M&A Attorney

Roman Partners

a business law firm with extensive experience in representing international corporate clients in multi-jurisdictional commercial transactions

New York, Bucharest, September 2010-March 2013

Worked with worldwide offices of partner leading international law firms, such as US law firms K&L Gates, Sheppard Mullin, Williams Mullen and UK law firms Norton Rose Fulbright, Osborne Clarke, Hill Dickinson, Blake Morgan

Managed the operation and development of the law firm, guided the strategic direction of the firm, formulated and ensured implementation of firm's goals, policies and procedures, boosted firm’s activity and client portfolio

Oversaw, led and directed a team of 5-10 lawyers, 10+ contractors and administrative staff

Provided counsel, guidance and support to corporate clients on cross-border projects touching on many jurisdictions, including US, EU, Middle East, Asia, within a range of legal areas such as corporate law, mergers & acquisitions, private equity, finance, regulatory & compliance

Managed commercial transactions such as mergers & acquisitions, business transfers, takeovers, spin-offs, strategic alliances, joint ventures, partnerships. Performed and managed the due diligence process of targets in various industries. Structured, drafted, negotiated and implemented the transaction documents

Provided legal advice regarding acquisition and disposition of assets, acquisitions of stock, businesses and subsidiaries, joint ventures, strategic investments

Managed various financing transactions and lending operations, including leveraged finance, project and asset finance, corporate finance

Structured, drafted, reviewed and negotiated a wide variety of commercial agreements

Advised most senior management, boards of directors and special committees in a wide range of general corporate issues

Senior Corporate Counsel

Red Management Capital

a company of major US investment fund Warburg Pincus created to invest in South Eastern Europe, covering the entire real estate spectrum

Bucharest, July 2009- September 2010

Handled the legal aspects of investments in excess of Euro 300 million made through various SPVs in residential, retail and industrial projects

Managed legal issued related to project management, development of turnkey buildings, land valuation, and concept and design

Managed legal aspects pertaining to company’s development projects, such as office, leisure and residential, shopping centers, business & technology parks

Structured, drafted, reviewed, negotiated a variety of commercial agreements. Handled lending, financing and banking operations, bank loans, shareholders’ loans, inter-company loans. Dealt with bank loans restructuring and restructuring of SPVs’ activity

Of Counsel / Senior Associate / Corporate M&A Attorney

Vitzman, Webster & Partners

a top-tier business law firm. Worked with worldwide offices of partner premier international law firms, such as K&L Gates, Fried Frank, Norton Rose Fulbright, Sheppard Mullin

Bucharest, September 2001- July 2009

Led and supervised a team of 5-10 lawyers and interns within the corporate/M&A department

Advised corporate clients on various complex cross-border commercial transactions, including mergers & acquisitions, takeovers, spin-offs, buyouts, divestitures, business transfers

Managed acquisitions of stock, businesses and subsidiaries, acquisitions and dispositions of assets, joint ventures, partnerships, strategic alliances and investments

Managed various financing transactions, including leveraged finance, project and asset finance, commercial real estate finance

Assisted clients in various lending operations, including operational loans, working capital facilities, senior bridge loans, syndicated loans, loan structuring and securitization

Counseled most senior level management and boards of directors on corporate liability issues, officers and directors’ duties and liabilities

Assisted clients with company formations and incorporations, constitutional documents, shareholding structures, shareholders agreements

ADMISSIONS New York

California (pending)

European Union (EU)

Romania

MEMBERSHIPS New York State Bar Association (NYSBA)

American Bar Association (ABA)

Council of Bars and Law Societies of Europe (CCBE)

Bucharest Bar Association

National Association of Romanian Bars

LANGUAGE SKILLS English & Romanian (bilingual/native)

French (advanced)

Spanish & Italian (conversational)

PUBLICATIONS Assistant Editor, Berkeley Center for Law, Business & the Economy (BCLBE), Berkeley, 2014

“The Volcker Rule”, Berkeley Business Law Journal (BBLJ), Berkeley, 2014

“Doing Business in Romania”, Acquisition International Magazine, London, UK

“Romanian Legal Guide”, Chamber of Commerce of Lombardy, Milan, Italy

[Deal Sheet Follows]

DRAGOS ROMAN

Selection Of Relevant Deals

Relevant Corporate/M&A and Private Equity Representations:

• American global private equity fund Warburg Pincus on investment and development projects of over $300 million in residential, retail, office and industrial large scale projects, such as World Trade Center Constanta (WTCC), Armonia Shopping Center network, Iasi Business & Technology Park (IBTC), residential project Tatarasi Arena; worked with German bank Volksbank and Hungarian bank OTP Bank on restructuring of multi-million euros loan facilities and with Austrian financial institution Immorent IFN with regard to financing the construction of a network of shopping centers

• World’s leading video games developer and distributor Electronic Arts Inc. (EA) on $680 million merger with JAMDAT Mobile

• US enterprise software corporation BlueSpace, which serves the defense and intelligence communities, on business transfer to Endava

• Global manufacturing services provider Elcoteq SE on $20 million purchase of telecom equipment production facility from US company Andrew Corporation

• Cypriot ship owner LMZ Transoil Shipping Enterprises in subsequent acquisitions of crude oil cargo vessels built by Daewoo Mangalia Heavy Industries shipyard for a total value of €100 million borrowed under syndicated loans of ABN Amro Bank N.V., Emporiki Bank, Bank of Cyprus

• A French company with operations in the waste management, and a member of SUEZ Group, one of the oldest continuously existing multinational corporations in the world, on $50 million acquisition of metal recycling company

• Cypriot client in taking over the majority stake in Libra Bank, a member of New Century Holding

• Finnish hardwood floors manufacturer Karelia Corporation in €10 million acquisition of sawmill facilities; worked with Greek bank Alpha Bank on contractual package for sale of assets and Austrian bank Raiffeisen Bank on escrow operations

• German major diary company Meggle and Dutch bank ING Bank in regard to dairy plant acquisition

• Kraft Sac, a company with operations in paper & packaging, in €10 million sale of business to Austrian corporation Frantschach Packaging AG

• state-owned largest chemical products company Oltchim in multi-million dollar prospective privatization process

• Swiss company VA Tech Hydro, a global supplier of electro-mechanical systems and services for hydropower plants and a leader in the world market for hydraulic power generation, on a joint venture with major state-owned Danube hydropower plant Iron Gates to finance technological upgrade

• Bricostore (currently Brico Dépôt), a French hypermarket chain offering home improvement and do-it-yourself goods, one of the largest in Eastern Europe, on land acquisitions and lease operations as anchor tenant in major commercial centers, as well on stores construction related issues, supporting the client expend its stores network in 10 locations

• German corporation Metro AG, a global diversified retail and wholesale/cash and carry group, fourth-largest retailer in the world measured by revenues, on land acquisitions and lease contracts as anchor tenant in major commercial centers for setting-up and expanding cash & carry trade operations (including cash & carry stores in 5 locations in Romania, and some others in the Republic of Moldova, Ukraine an Serbia)

• Tnuva, a Israeli company specialized in milk and dairy products, the largest food manufacturer in Israel, in connection with land acquisitions for diary products factory construction

• German corporation Praktiker AG, an international hypermarket chain offering home improvement and do-it-yourself goods operating across Europe, in connection with land acquisitions and construction of DIY stores

• The US Embassy and the US Department of State in Washington D.C., US Government, in connection with real estate projects, construction law, tax treaties and double taxation, including multi-million dollar deal for new embassy compound; worked with the Embassy, the Office of the Legal Adviser for the Department of State in Washington D.C. and The Bureau of Overseas Building Operations, US Department of State, Washington, D.C.; worked with Egnatia Bank regarding the financial aspects of the transactions

• Cytrex Holdings Limited in the acquisitive process of electronic equipment company Automatica

• Turkish company Cafer Sadik Abalioglu Holding in the joint venture with Finnish corporation Huhtamaki Oyj for molded fiber packaging business

• Ecopack in stock sale to Austrian company Duropack

• German-based commodity trading firm Toepfer International in commercial agreement with Comcereal for the purchase of seashore cereals loading platform

• Italian company Techimp Impianti, member of IREM Group, in matters concerning oil infrastructure and industrial constructions

Relevant Commercial and Technology Transactions, and General Corporate Matters:

• American multinational computer technology corporation Oracle on commercial agreements, technology transactions, tax and labor issues, lease of office premises

• US enterprise software corporation BlueSpace, which serves the defense and intelligence communities, on commercial contracts and technology transactions, including technology transaction with Sun Microsystems

• Amber Studio, a media and entertainment software company, in commercial and technology transactions, including $20 million software development agreement with The Walt Disney Company

• World’s largest consulting, technology and outsourcing company Capgemini on business process outsourcing contract with British American Tobacco

• American internet news aggregator Digg Inc. on corporate issues, commercial, labor and tax issues

• US entertainment software company Plumzi Inc. on incorporation, general corporate matters and commercial contracts

• Waydev, Inc., a Delaware incorporated California based software company on company set-up procedures, company constitutional documents, shareholders’ agreement, authorization and issuance of stock

• UK multinational oil and gas company British Petroleum (BP) on agreements for exclusive oil distribution for aviation in Romania

• US undercarriages manufacturing corporation Intertractor America, a member of Titan International, in cross-border business transaction

• United Arab Emirates media client Digisoft on cross-border acquisitions from the USA, UK and China of heavy and sensitive equipment for outdoor advertising, including on terms and conditions of shipment and warranty

• Singapore ship owner/operator Oscar Shipping Pte Ltd/JSK Singapore Pte Limited on maritime and commercial law aspects

• Swedish transportation and logistics company Freja Transport & Logistics AB and its Danish insurer Tryg Forsikring A/S on road transportation, contractual responsibility and insurance issues, including on aspects related to Geneva CMR Convention on the Contract for the International Carriage of Goods by Road

• Multinational energy service company Dalkia, a subsidiary of Veolia, in commercial deals

• German group Volkswagen on commercial contracts, including importation, repair and maintenance, spare parts supply, contractual relationship with authorized dealers, standard terms and conditions and product liability matters (the group includes in its portfolio the automotive brands Porsche, Bentley, Audi, Volkswagen, Skoda and Seat)

• Swiss steel company Hermes Alloys in commercial deals

• US-based Hog Slat Inc., a world leader in swine production solutions, on corporate and commercial issues, and real estate finance

• German major transport and logistics company Willi Betz on distribution and logistics deal with French automotive company Renault

• International phone carrier Orange on regulatory & compliance aspects

• Rent a Car companies Hertz and Avis and automotive companies Porsche, Ford, Opel, Daimler Chrysler on commercial, contractual, customer protection, tax, and insurance matters

• American outdoors wear manufacturer and retailer Timberland on commercial contracts and lease of premises in commercial centers

• UK spirits company Allied Domecq Spirits & Wine Limited on trademark and commercial related issues

• Whiteland Import Export and Whiteland Logistics on commercial contracts, including logistics and exclusive distribution of products of German companies Hochland, Orkla Foods, Beiersdorf, Reinert etc.

• US advertising corporation Young & Rubicam on regulatory & compliance and commercial contracts

• Telecom companies Romtelecom (Deutsche Telekom) and Cosmote (T-Mobile), as well as Greek telecom company OTE Hellenic Telecommunications on general corporate matters, regulatory & compliance and commercial contracts

• State-owned shipping company Navrom on international law aspects in connection with arrests of multi-million dollar ship fleet in various harbors around the world

• Grand Hotel Marriott on construction of Marriott Hotel, regulatory & compliance for business licensing, and hotel management agreement

• Japanese multinational air conditioning manufacturing company Daikin Industries on regulatory issues in connection with import and use in Romania of ozone-depleting substances

Relevant Banking & Finance Representations:

• European Bank for Reconstruction and Development, a multilateral developmental investment bank owned by 65 countries and two EU institutions, the biggest shareholder being the United States, supporting development in 30 countries from central Europe to central Asia, on €25 million revolving refund guarantee and working capital facility to a major South Korean shipyard

• Société Générale, a multinational banking and financial services company headquartered in Paris, one of the oldest banks in France, and the third by assets, in connection with a syndicated loan for the financing of €1.2 billion real estate investment project

• German bank Hamburgische Landesbank-Girozentrale on €30 million loan agreement to Dutch company Jumbo Navigation N.V. for the construction of cargo vessels by Dutch company Damen Shipyards B.V.

• Porsche SE, German holding company with investments in the automotive industry, to set up Porsche Bank

• Bricostore (currently Brico Dépôt), a French hypermarket chain offering home improvement and do-it-yourself goods, one of the largest in Eastern Europe, on €11 million loan from French bank BRD Groupe Societe Generale to finance store construction

• The Agency for the Recovery of Debts of State-Owned Banks in connection with several multi-million dollar non-performing loans

• The Ministry of Finance of Romania on cooperation program with the US Department of The Treasury



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