American lawyer Bryan Jardine is the head of Wolf Theiss’s office in Romania, and he advises clients on matters related to corporate mergers and acquisitions, energy law, regulatory and public procurement, dispute resolution, and real estate. Jardine, graduated from the UCLA School of Law in 1990, and moved to Romania in 1996 as representative of the American Bar Association and East European Law Initiative “ABA-CEELI” in Bucharest. He joined Wolf Theiss in 2005 to open the firm’s Bucharest office, which he has led since.
Can you run us through your background, and how you got to Romania?
B.J.: I am a California-admitted lawyer since 1990 and first came to Romania in 1996 on a one-year assignment as a legal liaison with the Central and Eastern European Legal Initiative (“CEELI”) project of the American Bar Association. Essentially, this was a program to bring US lawyers to the CEE/SEE region in order to assist as the economies of these countries transitioned from central command to market style economies. Many of the “rules of the game” needed to be developed and the idea of the program was to bring in U.S. trained lawyers to introduce some ideas of “best practice.” For example, during the time I was in Romania, we worked on projects related to laws of competition, bankruptcy, and secured transactions, while also hosting training projects related thereto with the existing judicial institutions and local Bar associations. We also did a lot of work with other NGOs and institution-building organizations that were present in Romania at that time.
Was it always your goal to work abroad?
B.J.: Yes. My undergraduate degree was from the School of Foreign Service at Georgetown University in Washington, D.C. This is one of the premiere schools for training U.S. diplomats and state department personnel in the U.S. So I knew I wanted to do something overseas. Three years after graduation, I decided to go back to school to get my law degree at UCLA. Thereafter, I worked as a litigation attorney in the LA market for the period from 1990-1997 (with the exception of my one-year CEELI hiatus). However, I always envisioned myself eventually working overseas and my experience with CEELI in Romania simply reinforced that idea. For me, being an international attorney, living and working in a foreign market over the last 17 years, has offered the perfect career blend of both my undergraduate and law school experience and interests.
Can you describe your practice, and how you built it up over the years?
B.J.: One of the advantages of working as a lawyer in an emerging market like Romania is that you tend to be more of a generalist. In the U.S., lawyers typically have very specialized and focused areas of practice – for example, you are not just a lawyer, or even a real estate lawyer, but a real estate lawyer who handles only tenant eviction (unlawful detainer) cases for commercial landlords. I find this to be constraining and I imagine that in time, the work could become fairly routine and even dull. In contrast, when I came to Romania I found myself working on different transactions in many different areas – including energy, telecomm, FMCG, and media. You learn about these businesses and meet different types of people from different industry backgrounds. This keeps the practice interesting for me. My practice has developed over the years given my experience, contacts, and knowledge in relation to the CEE/SEE markets and Romania in particular. Currently I have a fairly diverse practice. Interestingly, I am still involved in advising clients on a number of litigation matters we have pending in Romania, although I don’t advocate in court here (as I can rely on my very capable Romanian colleagues). However, the majority of my practice is transaction oriented.
Do you find local/domestic clients enthusiastic about working with a foreign lawyer, or do Romanian clients prefer working with Romanian lawyers?
B.J.: In my own case, this really depends. I work with a number of local clients who understand the added value of having a foreign lawyer involved – especially if the counter-party may be a foreign company or individual. This is typically the case if the local company is negotiating a deal with a foreign investor, represented by international counsel. Having their own foreign-trained lawyer involved gives the local client comfort that his lawyer is “speaking the same language” (both literally and figuratively) as the other side’s lawyer.
On the other hand, for purely local deals, the client may (understandably) question the added value of involving a foreign lawyer. But often times, even on these purely local deals, the clients may want a foreign lawyer involved. In my case, the years of experience working in the Romanian market coupled with my ability to perhaps offer a different perspective on certain issues could be perceived as a benefit, even on such a purely domestic deal.
There are obviously many differences between the American and the Romanian judicial systems and legal markets. What idiosyncrasies or differences stand out the most?
B.J.: I was recently discussing this point with a client. In my early days in Romania, I was often struck by the view of most lawyers that if the law did not allow for something, it must be prohibited. In contrast, the U.S. approach is always that unless the law specifically forbids something, it can be construed as generally allowed. This U.S. approach is more “solution-oriented” vs. “problem-oriented” and I believe also reflects to a certain degree the American cultural “can-do” attitude.
A second difference that I see is that the common law is much more organic and flexible. It develops and adapts as the courts interpret and construe its application to real life cases and these interpretations themselves become legally binding on future courts. In contrast, in a civil law jurisdiction like Romania, the court decisions, while perhaps useful, are not necessarily legally binding and do not create mandatory judicial precedent for future cases. Laws can only be adapted through parliamentary decision or government ordinance. I see this system as therefore being generally more rigid and slower to adapt to swift market changes and legal developments in certain areas.
What particular value do you think a senior expatriate lawyer in your role adds – both to a firm and to its clients?
B.J.: I think for a law firm, having a senior expatriate lawyer in the office can offer a certain perspective on matters that may be handled by the local lawyers. For example, I often serve as a “sounding board” to my Romanian colleagues to try and explore potential solutions to different issues. I also try to assist my colleagues in presenting concise, solution-oriented legal analysis to clients in a way that I believe they will most appreciate. For foreign (especially U.S.-based) clients it is often reassuring to speak to a U.S. lawyer when working on a deal in a foreign jurisdiction with which they may be unfamiliar, like Romania. I remember some years ago, when handling a deal for a client, being on a call with the general counsel in Chicago. He actually said during that call “Bryan, it is very reassuring when I speak with you, since I feel like I am speaking with my lawyer across town.”
Outside of Romania, which CEE country do you enjoy visiting the most?
B.J.: I spent several years in the early 2000s in Budapest, and enjoyed that city and the country of Hungary very much. However, I have to say that one of the most beautiful areas I have visited is the coastline of Croatia. I have been there twice, but only briefly and once for a business conference, so I really did not have an opportunity to experience it fully. However, my wife and I are planning to charter a sailboat with friends next summer to spend a couple weeks and really try to explore the Croatian coastline and islands.
What’s your favorite place in Bucharest?
B.J.: Probably Herestrau Park. It is a great place to walk on a sunny afternoon with my wife and my seven-year-old son, who can ride his bicycle there. They have really cleaned it up a lot in the years we have been here in Bucharest and there are also some wonderful restaurants along the lake, which offer fine dining in a beautiful setting. When we have guests visiting from the U.S., Herestrau Park and the lake area are must-sees.
This Article was originally published in Issue 2.5. of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
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