ANA-MARIA SATMAR

215-***-**** ac8t17@r.postjobfree.com

EDUCATION

University of Pennsylvania Law School, Philadelphia, PA

LL.M. & Wharton Business and Law Certificate, 2016

Associate Research Editor, University of Pennsylvania Journal of International Law

University of Bucharest, Bucharest, Romania

Employment Law Master’s Degree, 2010

Babes-Bolyai University, Cluj-Napoca, Romania

Master in Business Administration, 2010

Bachelor of Laws (equivalent to J.D.), 2008

Bachelor Degree in Economics and Corporate Management, 2006

EXPERIENCE

Bresneni Estates LLC, Philadelphia, PA

Corporate Legal Counsel, June 2008 – present

Corporate Counseling and Real Estate

oLegal advice on corporate, M&A, real estate and financing matters.

Royer Cooper Cohen Braunfeld LLC, Philadelphia, PA

Corporate Associate, August 2017 – June 2018

Corporate, Mergers & Acquisitions

oAdvised closely-held companies as “outside general counsel” on various commercial and corporate governance matters.

oAdvised middle-market private equity firms and their portfolio companies in domestic M&A transactions.

Cadwalader, Wickersham & Taft LLP, New York, NY

Corporate Associate, September 2016 – July 2017

Corporate Counselling, Mergers & Acquisitions, Shareholder Activism

oDrafted corporate profiles of various companies, drafted engagement letters, legal advice on corporate governance and executive compensation matters, reviewed various types of contracts and drafted due diligence reports, reviewed SEC filings, legal research on corporate and litigation matters.

oReviewed applicable legislation and drafted legal advice on restructuring of several non-profit health plans (CO-OPs) built under the Affordable Care Act.

oLegal advice to non-profit organizations on corporate and healthcare issues.

Litigation

oResearched various case law on corporate and IP litigation matters, drafted memoranda and other litigation documents, reviewed documents for complex litigation matters.

Pro bono:

oProvided legal advice and drafted legal documents in pro bono immigration cases and housing issues.

Schoenherr Rechtsanwälte OEG law firm (a leading law firm in Central Europe), Bucharest office, Romania

Senior Corporate Attorney at Law, September 2006 – July 2015

Corporate Counseling and Governance:

oProvided advisory support to boards of directors and special committees in a wide range of general corporate governance and distressed M&A

oLegal advice in relation to directors’ duties and responsibilities, board and committee structures, corporate preparedness, anti-takeover” charter and by-laws provisions, director indemnification, severance and change-in control compensation arrangements

Mergers & Acquisitions (including cross-border takeovers, spin-offs and distressed M&A):

oAdvance preparation for prospective targets

oProvided legal advice to investors in many multijurisdictional transactions for the acquisition of shares and assets (i.e., involving extensive due diligence work, legal and tax advice on the structure and implementation of the transactions)

oPerformed and managed the due diligence process of targets in various industries (drafted descriptive and red flag due diligence reports, legal fact books, disclosure letters)

oStructured, managed and implemented M&A transactions: drafted and negotiated transaction documents (e.g., engagement letters, sale-purchase agreements, ancillary acquisition agreements, shareholders agreements, option agreements, various commercial agreements), as well as domestic corporate transactional documents.

Litigation: Reviewed various litigation documents of target companies involved in an M&A deal, drafted due diligence reports and risk assessment memoranda on litigation matters, court representation of the main pro bono client in various litigation matters.

Private Equity: Provided legal advice to private equity funds for the acquisition of shares, businesses and subsidiaries, joint-ventures and other collaborations, and strategic investments

Restructuring and Recapitalization: representation of a broad range of clients in various types of restructurings and reorganizations, including spin-offs and split-offs

Real Estate: Provided legal advice regarding acquisition and disposition of real estate assets, reviewed various real estate documents, including lease agreements and relevant real estate documentation in complex M&A deals

Employment Law: Drafted and negotiated employment/management agreements and equity arrangements for senior level executives

Regulatory: Advising clients on different regulatory matters in M&A transactions.

Pro bono: Managed the pro bono project of the law firm (provided legal advice to a non-governmental entity accommodating and guiding street children on their path to the future)

As a senior associate supervised a team of 3-5 junior lawyers and interns within the corporate/M&A department.

Wharton School, University of Pennsylvania, Accounting Department, Philadelphia, PA

Research Assistant for Prof. Sikes, 2015 – 2016

Reviewed syndicated loan agreements for a research project on Internal Revenue Code Section 956, which disallows a U.S. parent company from using the assets of a foreign subsidiary as collateral for a U.S. loan.

OTHER

Languages: Romanian (native), English (fluent), Spanish (fluent), French (intermediate)

Bar membership: Member of the Bucharest Bar Association (Romania, 2009)

Visa Status: Green Card holder (permanent resident of the United States)

Board Members: Board Member of the Romanian Professionals Society in Philadelphia, Board Member of Vox Ama Deus Ensemble (an orchestral and vocal-symphonic group in Philadelphia)

DEAL SHEET

My work experience includes advising and representing clients allocated in various industries such as services, food retail, logistics services, financial-banking, IT, telecommunications, media, energy and oil & gas in Romania and the United States. My representative transactions in Romania in which I was involved as lead attorney include advising:

●2015, a large Austrian retailer, on its prospective sale of one of the largest chains of supermarkets in Romania (84 stores) to prospective buyers

●2015, Volksbank AG, on the sale of its subsidiary in Romania (i.e, Volksbank Romania, one of the largest banks in Romania) to Banca Transilvania, Romania’s third largest bank. Although the value of the transaction was not made public it is widely quoted as the largest M&A deal in Romania in the financial year 2014

●2015, a US private equity fund, on its prospective sale of its shares in two large diary companies in Romania

●2014, Italian business man, on his sale of local hydraulics and linear motion manufacturer Cromsteel Industries SA to Italian Aso Group

●2014, Samsung Deutschland and Samsung C&T Corporation Korea, on their project finance acquisition of photovoltaic parks in Romania; i.e., acquisition of the largest Romanian photovoltaic park (total power 45MW) in Southern Romania

●2014, Axxess Capital, a South European Investment Fund, on its takeover of Nextebank (the Romanian subsidiary of MKB Bank Zrt Hungary)

●2014, VB-Leasing International, a German leasing company, on its sale of VB Leasing Romania to the Polish company Getin Holding S.A

●2014, the worldwide VEKA Group, the world’s leading producer of PVC-U profile systems for windows and doors, on its takeover of German PVC profiles maker Gealan in Romania. This transaction was part of acquisition of all subsidiaries and activities of Gealan within Europe

●2014, Praktiker Group, the international hypermarket chain offering home improvement and do-it-yourself goods, on its sale of their Romanian operations

●2014, Romanian business man, on his sale of majority shares in Star Storage SA (an IT and media company) to Emerging Europe Accession Fund, a private equity fund

●2014, Raiffeisen Leasing Romania, on its acquisition of a part of the portfolio of ING Lease Romania IFN SA, a financial leasing services company.

●2013, East Pont Holdings Limited, Darby Private Equity and RC2 (a fund managed by New Europe Capital) on its divestment of Transcanal SRL, which is one of the largest inland waterway transportation groups operating on the Danube River

●2013, German steel and metals distribution group Klöckner & Co SE, on the sale of its Romanian operations to UNIS Rohre GmbH and UNIS FABRIKA CIJEVI AD

●2013, Metro Group, on its EUR 251 sale of hypermarket business conducted under the brand name real,- to the French Group Auchan. The Romanian part of this multijurisdictional deal involved the sale of 20 real hypermarkets to Auchan

●2011, Österreichische Post AG, Austria’s national postal operator, on its acquisition of 100% stake of Postmaster’s core business comprising addressed and unaddressed advertising mail services h

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