Charles Vernon

Vernon | David is an international law firm with offices in Bucharest, Romania and Chisinau, Republic of Moldova. We provide full-service legal advice to a wide array of domestic and international clients ranging from start-ups to large multinational companies and foreign governments.

Established in 2001, Vernon | David serves the needs of our clients effectively and efficiently – in other words, by doing the right things the right way. With legal professionals from the United States, Romania and Moldova, our clients know we understand and meet their local and regional needs with dedicated professionalism and commitment to service excellence.

We pride ourselves on accomplishing the client’s objectives in a succinct and efficient manner while providing the practical and commercial solutions clients need to succeed. How do we do this? Deep knowledge of the local business and legal environment coupled with measuring our success as our clients’ success.

By guiding clients through difficult and complex matters – from initial due diligence reviews to drafting, negotiating and closing deals – we structure transactions to maximize client value and minimize legal and regulatory burdens.

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Charles specialises in mergers and acquisitions, real estate transactions and corporate finance. He has extensive experience in M&A and real estate matters and during the last several years has completed billions of dollars in such transactions in Eastern Europe.

He has represented major oil companies, retail operators, port operators, hotels, mining companies and telecommunication firms in relation to a series of mergers, acquisitions and divestitures, including advising on asset and share acquisitions, project financings, competition matters, privatizations, concession agreements, group restructurings, litigation, and post-acquisition operations and activities.

Charles has also advised a variety of borrowers and banks in lending transactions including syndications and bonds.  During the course of his finance work, Charles has represented some of world’s largest banks and financial institutions in Romania, Slovakia and the Middle East.

Recent experience includes:

M&A
◾acted for the sellers in the divestiture of Romania’s second largest hypermarket chain;
◾ represented one of the world’s largest container port operators with its acquisition of a Black Sea container port
◾ assisted an international hotel operator in the acquisition of one of Bucharest’s largest hotels from the State Ownership Fund;
◾represented a large UK agricultural group with a series of large farm acquisitions, including several publically traded companies as well as advising on financing and securitization of such transactions;
◾assisted a large Romanian telecommunication company on the divestiture of its cable television subsidiary;
◾acted for a world leading oil company in the merger of its lubricants business;
◾acted for sell-side in relation to the divestiture of Eastern Europe’s largest independent paper company; and
◾assisted Romania’s largest telecommunications company before the Competition Council and before the courts in relation to an alleged breach of the competition rules.  The case was one of the largest in Romanian history.

Real Estate
◾advised on Romania’s largest inter-city real estate development, including assisting with site assembly, concession issues, construction agreements/bids and negotiations with the local city council;
◾ represented the UK’s largest retailer in relation to its expansion and development of hypermarkets, including assisting with land acquisition and construction matters;
◾acted as general counsel to Romania’s largest real estate developer (and mall operator) on a variety of issues and matters, including financing, land acquisitions, bids, construction agreements and design work.
◾advised a world-leading bank on its corporate offices and branches, including assisting them in relation to a series of commercial leases and acquisitions;
◾assisted a U.S. independent oil company on oil concession agreements as well as company formation and organizational issues; and
◾advised on the possible acquisition of Tractorul in Brasov in relation to developing its large real estate holdings.

Financial Transactions
◾represented Romania’s largest shopping mall operator in some of Romania’s largest lending and restructuring deals.  Value of transactions were in the high EUR 100’s of millions;
◾advised a Belgian chocolate producer before the local and judicial authorities in relation to acquiring a chocolate manufacturing facility out of bankruptcy;
◾acted for the borrower in one of the largest private real estate financings in Romanian history (total value over EUR 400 million), including drafting and negotiating a series of syndicated loan agreements;
◾advised Romania’s largest telecommunications company on a series of financial transactions and lending matters, including assisting with syndicated loan agreements, bonds and promissory notes.  Value of deals were over EUR 500 million;
◾advised Slovakia’s largest mobile phone operator on its EUR 175 million US/Luxembourg registered bond; and
◾acted for Slovakia’s electric company on a 4.1 billion Slovak Crowns Luxembourg registered bond

TMT
◾assisting a mobile phone company on the issuance of a EUR 175,000,000 S.E.C. and Luxembourg-registered bond;
◾ assisting the fixed-line telecommunication company on a series of corporate and financial transactions, including
◾the restructuring of hundreds of millions of dollars of outstanding debts;
◾advising on the divestiture of its cable television subsidiary;
◾licensing and regulatory matters; and
◾assisting with suppliers and build-out operations;
◾advised Romania’s leading on-line advertising company on its possible divestiture to a world leading media company;
◾ assisted a UK technology company on the acquisition of a telecome software company; and
◾ assisted a leading US gaming company in relation to a joint-venture to import and operate slot machines and other electric games, including advising on all aspects of regulatory and compliance matters and issues.

Competition
◾advising the largest fixed-line telecommunication company in one of the biggest competition cases in Romanian history. Specifically, Charles develop and implement an appropriate defense strategy during the course of advising and representing the company before the Competition Council;
◾ represented a large mobile phone operator and the national fix-line operator before the Competition Council during an investigation and contested hearings;
◾assisted in a series of competition filings and M&A matters for numerous company acquisitions, including in relation to:
◾one of Romania’s largest retail operations;
◾Romania’s second largest steel mill;
◾a cable television company; and
◾a world leading oil company with the merger of its lubricants businesses.
◾ advised on a variety of distribution issues and related competition matters, including representing one of the world’s leading oil companies on such issues; and
◾ assisting a leading European retailer on all aspects of acquiring, developing and building of hypermarkets.
◾ represented a world leading brewery for issues related to the operation and termination of certain distribution agreements;

Speaking & Lectures
◾Multiple television appearances in relation to economic and political affairs;
◾Speaking to a variety of foreign investor groups on Romanian legal and commercial issues; and
◾Lecturing on Project Financing matters at the Romanian Banking Institute.

Education
◾J.D., Emory University, Atlanta, Georgia, USA
◾M.A. (Honours), St. Andrews University, St. Andrews, Scotland
◾Accounting (non-degree professional studies), University of Oklahoma,
◾Norman, Oklahoma, USA

Qualified
◾1991

Career
◾Vernon | David, Bucharest, Romania – 2004 to present
◾David & Associates/Ernst & Young, Bucharest, Romania – 2001 to 2004
◾Squire, Sanders & Dempsey, Bratislava, Slovak Republic – 1999 to 2001
◾Taylor Joynson Garrett, Bucharest, Romania – 1997 to 1999
◾Graham & James/Salah Al-Hejailan, Jeddah and Riyadh, Saudi Arabia – 1995 to 1997
◾Congressman Robert C. Scott, Washington, DC, USA – 1993 to 1995

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