ROMANIA Law and Practice Contributed by: Luiza Ionescu, Andreea Paraschiv, Amanda Csaki and Cezara Mitea, Stratulat Albulescu Attorneys at Law
commitments are legally binding agreements under which the shareholders typically undertake to sell their shares, vote in favour of required corporate approvals, and co-operate in completing the transaction. Such undertakings generally do not include “better offer” escape clauses, ensuring deal certainty for the buyer. Exceptions are rare and usually limited to negotiated conditions, such as short exclusivity periods or com- mitments conditional upon regulatory clearances. These undertakings are a core feature of private, negotiated M&A transactions in Romania. In contrast, in public takeovers of listed Romanian companies, obtaining irrevocable commitments from principal shareholders is uncommon and not custom- ary. While major shareholders may express a non- binding intention to tender their shares, formal irrevo- cable commitments are rarely used, and there is no standard market practice for “better offer” outs, given the strict takeover and market abuse rules governing public offers in Romania. 4.13 Securities Regulator’s or Stock Exchange Process The offer document must be approved by the FSA before the offer can be launched. The BVB acts as the market operator but is not the approving regulator. The FSA has ten business days from the submission of the complete documentation to review and approve the offer document. The bidder proposes the offer timetable, which is then approved by the FSA. The acceptance period must last no fewer than ten busi- ness days and no more than 50 business days. If a competing offer is announced during the initial offer period, the FSA will suspend the ongoing offer, review and approve the competing bid, and subse- quently establish a single, simultaneous closing date for all active offers – effectively creating a competitive auction process. 4.14 Timing of the Takeover Offer In the context of public takeover bids, the notification may be submitted after the public announcement of the offer and, exceptionally, even after the taking over of the controlling interest.
Public takeover bids involving securities admitted to trading on a stock exchange, or a series of securities transactions, including transactions involving convert- ible securities, through which control is acquired from different sellers, may proceed without being delayed by the standstill obligation, provided that both of the following cumulative conditions are met: • the concentration is notified to the Romanian Com- petition Council without delay; and • the acquirer does not exercise the voting rights attached to the relevant securities, or exercises them solely (i) to preserve the full value of its investment, or (ii) on the basis of a derogation In Romania, privately held companies are usually acquired through either share deals or asset deals. Key considerations in such transactions include due diligence results, regulatory approvals, tax implica- tions, parties’ liability, warranties and indemnities. In practice, share deals are more common for acquisi- tions of shares issued by Romanian companies, as they allow the buyer to take over the company as a going concern, while asset deals are often used for selective acquisitions of specific business lines. granted by the Competition Council. 4.15 Privately Held Companies 5. Overview of Regulatory Requirements 5.1 Regulations Applicable to Energy and Infrastructure Companies In Romania, setting up and operating a new E&I com- pany is subject to extensive sector-specific regulation. Key regulators include ANRE (electricity, gas, renewa- bles), NAMR (oil and gas), and various transport and infrastructure authorities. The timeline for obtaining all necessary permits typi- cally ranges from three months for simple licensing to well over a year for large-scale or strategic projects, reflecting the layered environmental, zoning, and grid- connection approvals required.
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