End-to-end M&A legal services. Due diligence, transaction structuring, SPA negotiation, and post-merger integration.
Romania has emerged as a significant M&A market in Central and Eastern Europe, with deal values consistently growing year-over-year across sectors including technology, real estate, energy, healthcare, and manufacturing. However, acquiring or merging with a Romanian company involves navigating a unique regulatory environment that differs substantially from Western European M&A practice.
Key complexities include: Romania's Companies Act (Law 31/1990) governing corporate transactions, mandatory Competition Council filings for deals exceeding specific turnover thresholds (combined worldwide turnover above €10 million with at least two parties having Romanian turnover above €4 million), EU FDI Screening regulations for critical infrastructure sectors, employee transfer obligations under the Romanian TUPE implementation (transposing Directive 2001/23/EC), and specific tax implications for share vs. asset deal structures.
Due diligence in Romania requires particular attention to: land ownership history and restitution claims (a legacy of post-communist property disputes), environmental liabilities (especially in industrial and energy sectors), undisclosed tax exposures (ANAF can audit up to 5 previous fiscal years), and employment compliance (Romania's Labour Code is notably employee-protective, making post-acquisition workforce restructuring complex).
Phase 1 — Pre-Transaction (1-2 weeks): Confidentiality agreements (NDA), preliminary target assessment, deal structure recommendations (share purchase, asset deal, merger, or capital increase), and Letter of Intent (LOI) / Term Sheet drafting and negotiation.
Phase 2 — Due Diligence (2-6 weeks): Comprehensive legal due diligence covering: corporate structure and governance, material contracts (with change-of-control analysis), real estate and property rights, intellectual property portfolio, employment and labor relations, tax compliance (last 5 years), environmental, litigation and regulatory matters. Deliverable: detailed DD report with risk matrix and recommendations.
Phase 3 — Transaction Documentation (2-4 weeks): Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA) drafting and negotiation, including: purchase price mechanisms (locked box or completion accounts), representations and warranties, indemnification framework, conditions precedent, non-compete and non-solicitation covenants, escrow and holdback provisions, and W&I insurance coordination where applicable.
Phase 4 — Regulatory & Closing (2-8 weeks): Competition Council filing and clearance (if required), shareholder and board approvals, third-party consents, financing condition satisfaction, Trade Registry filings (ONRC), and coordinated signing and closing. For cross-border transactions, we coordinate with counsel in other jurisdictions for simultaneous multi-jurisdictional closings.
Phase 5 — Post-Merger Integration: Employee transfer compliance, contract novation, corporate restructuring, subsidiary reorganization, and ongoing regulatory compliance. We remain engaged through the critical first 6-12 months post-closing to ensure smooth integration.
SRL acquisition, no competition filing
4-8 weeks
With competition clearance
3-5 months
Multi-jurisdictional deals
6-12 months
Comprehensive legal, tax, and regulatory due diligence for target companies. Risk identification and mitigation strategies.
Full transaction support for share purchases and asset acquisitions. SPA drafting, negotiation, and closing.
Structuring and documenting joint venture agreements, shareholder agreements, and partnership frameworks.
Merger control filings with the Romanian Competition Council. EU merger regulation compliance.
Legal support for corporate restructuring, employee transfers, contract novation, and regulatory compliance post-acquisition.
MBO/LBO structuring, financing arrangements, and management incentive plans for Romanian companies.
Every case is unique. Speak with a specialized lawyer for solutions tailored to your needs.