Managers under the spotlight - Andreea Hulub, Danilescu Hulub

Can you tell us about your journey in the mergers and acquisitions field and what initially drew you to this area of law?

I will start by saying that I am currently the managing partner of Danilescu Hulub & Partners, a law firm set-up almost 5 years ago as a spin-off from some of the top tier law firms in Romania. Danilescu Hulub & Partners is a business law firm, centered on its corporate-commercial practice area (herein I am including also its M&A department), but addressing also the other practice areas encompassed by a company’s activity.

My journey in this profession began 16 years ago when I started working in the M&A department of one of Romania’s top three law firms. After having studied abroad for a period where I had the chance to have as university professors several business lawyers, I came back to Romania convinced I would choose this career path. As a junior lawyer, I had the chance to have as professional coordinators and mentors lawyers who gave me the opportunity to be involved in the big deals, to learn and to prove my skills and commitment.

What is the most challenging M&A transaction you’ve handled, and what made it particularly complex?

During my professional career, I was involved in numerous complex and challenging transactions.  Complexity can come from the nature of the target’s business scope and the inherent legal issues, from the involved jurisdictions and from human psychology.

One transaction that was particularly challenging was the acquisition by a Swiss group of two Romanian entities active in the chemical fertilizers and logistics business, in a transaction with a record value for Romania at that time. The complexity of that deal resulted firstly from the big number of jurisdictions involved in the transaction (7 jurisdictions), and secondly from the varied and sophisticated legal risks raised by the main target’s business -- from post-privatization matters to complex environmental matters, and competition law aspects. The degree of complexity of that transaction was amplified by the fact that the two targets were listed on the Bucharest Stock Exchange, hence capital markets regulations had to be observed including inside information management and performance of post-transaction mandatory takeover bid and afterwards delisting procedures.

Could you share some insights on the key considerations for local entrepreneurs when entering into an M&A deal with large international players?

My first piece of advice is for the business owners to take on board from an early stage of the exit process professional consultants – legal, tax and financial – to help strategically plan and time the process. Working with professional consultants includes for the sellers an educational part where, assisted by the consultant, they understand how these processes function, the timing and the phases of such processes and finally how to caliber their expectations commercially and tactically.

Then, a successful process should include preparing the target for exit – this should incorporate a vendor due diligence targeted at identifying issues followed by cleanup work, divestment of non-core assets and activities, and management preparation for the anticipated exit. The latter one is not infrequently overlooked or minimized – however, a recent relevant study in the field showed unsurprisingly that management confidence is one of the key elements for a successful exit.

What qualities are essential for a lawyer to succeed and what advice would you give to young lawyers who aspire to specialize in M&A or capital markets?

It goes without saying that skills, professional expertise and relevant experience are the most important assets that a lawyer in an M&A transaction (and in general) must have. But equally important are soft skills, like its ability to understand its client’s and the counterpart’s needs and priorities and constructively lead negotiations. Then, for a transaction’s success, a lawyer’s ability to be reasonable and to realistically evaluate risks and exposures and advise its client to take positions accordingly can be critical.

Also, a lead lawyer in an M&A deal, especially in a sizeable one, must be a leader. M&A transactions are team games, where the lawyer, as consultant, must communicate and work efficiently with the other involved consultants and client team and integrate in the transaction documents all the relevant feedback he receives. Additionally, sizeable transactions involve a large volume of legal work which requires team support and where each detail can be critical for the deal – a real leader will help the team understand their role and deliver value to the client.

On top of that, in the currently technology driven context, I believe lawyers are called to integrate artificial intelligence and automation in their work, to increase productivity and cost efficiency for client, whilst creating for the lawyer more time to focus on higher value generating tasks where AI is not yet able to take over.

How do you see the role of legal advisors evolving in the context of a rapidly changing business environment?

A corporate lawyer’s role in the context of the current business environment has evolved and is now much more sophisticated. A lawyer is not any longer only a professional services provider, but is the client’s partner and is expected to share in the risks of the client’s venture. This is visible in terms of fees, where not rarely lawyers are retributed not for the volume of work they put in, but for the value they bring to the table and the targets they achieve. This is also true as regards the clients expectations as regards reliance on the legal product that is expected to be backed up by lawyer’s liability and insurance.

Lawyers, especially in the case of corporate clients which are bigger organizations, are not any longer called to only deliver expert advice. Rather, their role goes beyond that and requires them to support create confidence at management level as regards projects and decisions. Similarly, legal advisors are seen essential for building consensus in the organization and reaching satisfactory decisions for all stakeholders.

In the currently technology driven context, where basic legal tasks and knowledge can and will be automated, and where AI could deliver faster solutions for basic legal needs, lawyers must strive to keep up with this technology and exploit it for better productivity and cost efficiency. In this context, lawyers should focus on the one hand on higher value generating tasks where AI is not yet able to take over and, on the other hand, should specialize in niche industries, as general matters are more and more likely to be handled by clients’ internal legal departments with the support of AI and technology.