Mergers
& Acquisitions in Romania

We run complete legal due diligence processes to international standards: analysis of constitutive documents and corporate structure, verification of the ownership chain and ultimate beneficial owners (UBO), review of all active commercial contracts (customers, suppliers, distributors), analysis of the active and potential litigation portfolio, employment-law compliance review (contracts, employment files, internal regulations), assessment of the intellectual property portfolio (trademarks, patents, copyright), GDPR and data-security compliance review, verification of permits and licences, and issuance of a DD report with red flags, yellow flags and recommendations.

We analyse and recommend the most efficient structure: share deal vs. asset deal — comparative tax and legal analysis, structuring through SPVs (Special Purpose Vehicles) to ring-fence risk, price-adjustment mechanisms (completion accounts, locked box, earn-out), structuring escrow accounts and warranty & indemnity mechanisms, implementation of W&I insurance to cover risk, leveraged buyout (LBO) structures with bank financing, and management buyout (MBO) with the existing team’s participation.

We draft and negotiate the full suite of transaction documents: NDA/Confidentiality Agreement with non-solicit and non-compete clauses, Letter of Intent / Term Sheet setting out the key terms, Share Purchase Agreement (SPA) with comprehensive representations & warranties, Shareholders’ Agreement (SHA) with governance mechanisms, drag-along, tag-along, ROFR, MAC (Material Adverse Change) clauses and conditions precedent, earn-out mechanisms with measurable KPIs, Transition Services Agreement (TSA) for the post-closing period, and non-compete agreements for founders and key employees.

We manage the entire approvals process: notification to the Competition Council and clearance for economic concentration (notification thresholds, relevant-market analysis, structural and behavioural remedies), sector-specific approvals (the National Bank of Romania for banking-sector acquisitions, the Financial Supervisory Authority for insurance and capital markets, ANCOM for telecoms, ANRE for energy), foreign direct investment notifications (FDI screening) under Emergency Ordinance 46/2022, and coordination with authorities in other jurisdictions for cross-border transactions requiring multiple filings.

We handle the complete legal transition after closing: harmonising commercial contracts and transferring contractual relationships, corporate restructuring (mergers, absorptions, business-line transfers), integrating HR policies — harmonising employment contracts, benefits and internal regulations, unifying compliance and GDPR policies, transferring and integrating licences and permits, novating financing agreements and restructuring collateral, migrating intellectual property and IT rights, and monitoring post-closing obligations (earn-out, indemnity claims, warranty periods).

We coordinate multi-jurisdictional transactions: legal project management with partner firms in other jurisdictions (a network of over 30 partner firms across the EU and beyond), harmonising transaction documentation to the local standards of each jurisdiction, analysing cross-border tax implications (withholding tax, treaty shopping, ATAD), compliance with export-control rules and international sanctions, structuring holding vehicles in optimal jurisdictions (Luxembourg, the Netherlands, Cyprus), and managing simultaneous closing across multiple jurisdictions with a centralised escrow mechanism.