ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE

1. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE CROSS-BORDER INSOLVENCY

2. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE • CONTENTS • Applicable legislation • Publicity • International trends • Future plans • Q&A

3. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE APPLICABLE LEGISLATION • NATIONAL • Law no.85/2006, a modern and complex approach • covers three applicable proceedings regarding entities facing financial difficulties: • insolvency • reorganization • bankruptcy • EU • Council Regulation (EC) No. 1346/2000 on insolvency proceedings • covers cross-border cases at EU level

4. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE PUBLICITY • Insolvency Proceedings Bulletin: • Quick judicial and administrative formalities • Ensures mandatory publication of procedural acts • Trade Register • Reflects changes in the debtor’s status regarding: • date of opening / closing insolvency proceedings • type of opened/closed insolvency proceedings • name and address of appointed insolvency practitioner • court decision on opening insolvency proceedings

5. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE PUBLICITY

6. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE PUBLICITY (case studies) • NORTEL NETWORKS ROMANIA SRL – part of Nortel Group • registered in Romania • the notification announcing the opening of the foreign procedure of administration (according to the English Law) was published in IPB no. 945 on 26 February, 2009 • The High Court of Justice of England and Wales, Chancery Division, Companies Court rules that COMI of the group is in England and the administration procedure must be opened by the same Court against all 19 companies belonging to this group, no matter where the registered office is located • The Decision of the same Court through which the administration procedure was extended for a further period of 24 months is published in IPB no. 2374 on 25 March, 2010

7. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE PUBLICITY (case studies) • DYTRAS SA SPANIA SUCURSALA BUCURESTI SECTOR 2 • The Decision no. 1388/13.02.2013 of Bucharest Court – VII Civil Section, opening the secondary insolvency proceedings is published in IPB no.9519 on 30 May, 2013 • the main insolvency proceedings was open in Spain (Decision no. 1335/12-6/26.12.2012) • according to article 3 of Council Regulation (EC) No 1346/2000 on insolvency proceedings and article 33 from the Romanian national law, only secondary proceedings could be open • the appointed judicial administrator notified IPB (Bulletin no. 7476/24.04.2013) and Trade Register

8. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE PUBLICITY (case studies) • IPB – NORTEL NETWORKS ROMANIA SRL

9. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE PUBLICITY (case studies) • Trade Register – NORTEL NETWORKS ROMANIA SRL

10. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE INTERNATIONAL TRENDS • Communication no. 742/12.12.2012 from the Commission to the European Parliament, The Council and the European Economic and Social Committee - A new European approach to business failure and insolvency: • from 2009 - 2011 an average of 200,000 companies went bankrupt per year in EU and about a quarter of these cases have a cross-border element • changes need to be made in domestic insolvency legislation • amending Insolvency Regulation no.1346/2000 (key action - Single Market Act II, 2012)

11. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE INTERNATIONAL TRENDS • National legislation • early warning tools for prevention in the field of insolvency • second chance to honest businesses (distinction between honest and fraudulent bankruptcy) • discharge period for honest entrepreneurs (Member States agreed on the need to harmonize the discharge period to less than three years) • reviewing of the conditions under which the creditor may initiate insolvency proceedings • transparency of claims filing and verification process • promoting restructuring plans

12. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE INTERNATIONAL TRENDS • Amending Insolvency Regulation no.1346/2000 • scope - does not cover pre-insolvency and hybrid proceedings • difficulties in applying COMI concept in practice; forum shopping through abusive COMI relocation • secondary proceedings - impossible successful restructuring of a debtor; no assets control • insolvency of a multi-national enterprise • publicity of insolvency proceedings and the lodging of claims - mandatory publication or registration; European Insolvency Register

13. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE FUTURE PLANS • Insolvency Code • financed by the World Bank • will contain all relevant insolvency national regulations • first country in EU adopting such a code • Insolvency Register Interconnection • Romania is one of the seven EU states part of this e-Justice sub-project • we are ready to facilitate access to official and trusted insolvency related information

14. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE Q&A

15. ROMANIA MINISTRY OF JUSTICE NATIONAL TRADE REGISTER OFFICE Thank you! Gabriela Fierbințeanu IPB – NTRO, Ministry of Justice gabriela.fierbinteanu@b.onrc.ro