ROMANIA Law and Practice Contributed by: Luiza Ionescu, Andreea Paraschiv, Amanda Csaki and Cezara Mitea, Stratulat Albulescu Attorneys at Law
5.7 Currency Control/Central Bank Approval As a general note, Romania has no foreign exchange restrictions, allowing free movement of capital and currency. National Bank of Romania Regulation No 4/2005 on the foreign exchange regime governs cur- rency transactions in Romania, allowing residents and non-residents to freely acquire, hold, and use financial assets in foreign and domestic currencies. A central bank’s approval is not automatically required in an M&A transaction, but rather such requirement is determined by the specifics of the transaction. If the target is active in the banking, insurance or financial services industries, this may trigger the involvement of specific competent authorities, such as the National Bank of Romania. 6. Recent Legal Developments 6.1 Significant Court Decisions or Legal Developments A key recent development in Romanian energy and infrastructure M&A is the introduction of a comprehen- sive methodology for grid capacity allocation under ANRE Order 53/2024, which ties the issuance of grid connection permits to auction-based mechanisms. The new system, scheduled to take effect from 2026, fundamentally reshapes project economics and trans- action dynamics in the renewables market. It reinforc- es a shift in M&A focus from speculative early-stage assets to projects that already have a clear, unprob- lematic grid connection. As a result, M&A due diligence now centres on the connection-ready status of a project – including grid capacity allocation, compliance with guarantee requirements, and connection timelines – rather than on mere pipeline potential. 6.2 Key Developments in Renewable Energy and Cutting Emissions The most significant legal development has undoubt- edly been the introduction and launch of the CfD scheme, as explained in 1.2 Energy and Infrastruc- ture Trends .
Romania’s carbon emission objectives are ambitious and heavily influenced by its EU membership. The pri- mary goals are enshrined in the NECP, which aligns with the EU’s “‘Fit for 55’’ and the REPowerEU pack- ages. The key targets include: • increasing the share of renewable energy in gross final energy consumption to 38.3% by 2030; • a significant reduction in greenhouse gas emis- sions; and • phasing out coal-fired power generation. Political support for reducing emissions and invest- ing in renewables is very high and broad across the mainstream political spectrum, it being driven by two primary factors: • Energy Security: The urgent need to reduce reli- ance on energy imports, particularly Russian gas, has made domestic renewable production a top national security priority. • Access to EU Funds: Billions of euros are avail- able to Romania through the National Recovery and Resilience Plan (PNRR) and the Modernisation Fund. 7. Due Diligence/Data Privacy 7.1 Energy and Infrastructure Company Due Diligence In Romania, a public company may disclose due dili- gence information to potential bidders, subject to strict confidentiality and competition law requirements. The scope and level of information depend primarily on whether the bidder is a current or potential competitor. If the potential bidder is not a current or potential com- petitor, the company may share commercially sensi- tive information under a non-disclosure agreement (NDA). In this case, the bidder may be provided with the current information memorandum and the financial model of the target, along with other relevant data necessary to assess the transaction. If the potential bidder is a current or potential competi- tor, the disclosure of sensitive commercial information – such as current or future prices, costs, production
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