Charles Vernon
Managing Partner
Charles specializes in mergers and acquisitions, real estate transactions and corporate finance. He has extensive experience in M&A 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 firms, port operators, hotel and telecommunication companies in relation to a series of mergers and divestiture projects including acquisitions, project financings, competition matters, privatizations, concession agreements, deal structuring, litigation, and post-acquisition operations and activities.
Charles has also advised a variety of borrowers and banks in lending transactions including syndications and bonds. He has represented some of world’s largest banks and financial institutions in lending and investing matters in Romania, Slovakia and the Middle East.
A Certified Compliance and Ethics Professional (CCEP-I), Charles has worked on numerous compliance matters as well as on fraud and employee malfeasance cases, including investigations of possible violations of the Foreign Corrupt Practices Act (FCPA) and matters before the Romanian anti-corruption authority (the DNA). He regularly advises companies and investors on corporate best practices and the “do’s and don’ts” of good corporate governance and behavior.
- Advising on one of the largest private real estate financing in Romanian history (total value was well over EUR 450,000,000), via syndicated loan arrangements.
- Represented Romania’s largest developer of shopping malls in hundreds of millions of Euros of financing projects.
- Advised Romania’s largest telecommunications company on the restructuring of 100’s of millions of loans and supplier debts.
- Assisted and advised one the world’s largest financial institution on a variety of regulatory issues, including data protection, anti-money-laundering, consumer protection and foreign currency rules. Also assisted with the development and introduction of new products and services, including the establishment of its securities custodial operations and standard client documentation.
- Advised Slovakia’s largest mobile phone operator on (and drafted the prospectus for) the first US registered bond deal in Slovak history. This was a dual listing in both the US and Luxembourg.
- Advised on (and drafted the prospectus for) a Luxembourg registered bond deal for the Slovak national power company.
- Advised on (and drafted the prospectus for) a Luxembourg registered bond deal for the Slovak national power company.
- Advised Black Cube on a matter before DIICOT (organized crime persecutors) in one of the most famous criminal cases in recent Romanian history. In the case, employees of Black Cube were accused of attempting to access the electronic correspondence of the Head of the DNA and her family.
- Assisted a Greek Telecommunications company with claims brought against them before the DNA (anti-corruption authorities).
- Assisted a world leading IT company with regard to an internal investigation matter concerning a possible violation of the FCPA.
- Represented an UK insurance firm with regard to claims and matters related to possible fraudulent insurance policies, including advising them on litigation strategies and regulatory matters. Amount in controversy was in the Euro 10’s of millions.
- Carrying-out a data protection audit focused on data protection and privacy compliance for one of the leading insurance companies on the Romanian market and advising on the set-up of a data protection scheme including data transfers outside of the EU.
- Assisted one of the world’s largest banks in relation to the regulatory framework, agreements and procedures for transferring and processing client and employee data outside of Romania.
- Advised the world’s leading brewery with structuring and addressing legal issues from past acquisitions, including property title matters and shareholder lawsuits. Also advised on a significant IP dispute as well as in a dispute related to bottles/cans labeling matter.
- Assisted a US independent oil company on oil concession agreements as well as company formation and organizational issues.
- Advised a leading German bank on the creation of its representation office and with general corporate and formation matters.
- Assisted the world’s largest food chain on a variety of commercial and real estate matters including concession agreements, leasing issues, land acquisition, litigation, joint ventures and so on.
- Acted for world leading US bank on various matters, including the formation of its representation office, financing, labour issues, data protection and national bank regulatory oversight issues.
- Represented one of Europe’s largest oil trading companies in a complex commercial arbitration. Amount in controversy was over USD 20 million.
- Assisted Romania’s largest telecommunications company before the Competition Council and before the courts in relation to an alleged breach of the competition rules. At the time, this was the largest competition case in Romanian history.
- Represented one of the world’s largest container port operators with its acquisition of a Black Sea container port.
- Acted for sell-side in the divestiture of Romania’s 2nd largest hypermarket chain.
- Assisted an international hotel operator in the acquisition of one of Bucharest’s largest hotels from the Romanian State.
- Advised buy-side against the world’s leading mining company with regard to a management buy-out of its Romanian operations.
- Represented a large UK agricultural group with a series of large farm acquisitions, including several publicly traded companies as well as advised on financing and securitization of such transactions.
- Assisted a Romania’s national telecommunication operator 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.
- Represented a Belgian chocolate producer before the local and judicial authorities in relation to acquiring a chocolate manufacturing facility out of bankruptcy.
- 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 the largest in Romanian history at the time.
- Represented a leading mobile phone operator before the Competition Council during an investigation and contested hearings.
- Acting as general counsel for Romania’s largest real estate developer, including: (a) working on the largest inter-city construction project in Southeast Europe (which involved a complex joint-venture and public tender with the local authorities); (b) a variety of large design and construction agreements; (c) litigation issues; and (d) bid/public tender challenges and complaints.
- Advised the UK’s largest retainer on all aspects of acquiring, developing and managing hypermarkets, including site assembly, building and construction, zoning, retail operations, labor issues and litigation matters.
- Advising the Romanian Orthodox Church in relation to the National Cathedral Project, including assisting with its construction and design agreements as well as on public procurement issues, bids and other matters.
- Assisted Romania’s largest mall operator with the development of its commercial leases. The model developed became a key standard for retail/commercial leasing in Romania.
Education & Certifications:
- J.D., Emory University, Atlanta, Georgia, USA
- M.A. (Honours), St. Andrews University, St. Andrews, Scotland
- Accounting (non-degree professional studies), University of Oklahoma, USA
- Certified Compliance and Ethics Professional (CCEP-I)
Qualified:
- 1991 (Virginia)
- 2008 (Register Foreign Lawyer, Bucharest Bar)