ROMANIA Law and Practice Contributed by: Luiza Ionescu, Andreea Paraschiv, Amanda Csaki and Cezara Mitea, Stratulat Albulescu Attorneys at Law
to actively negotiate or defend the company in M&A deals. 9.4 Independent Outside Advice In Romania, parties involved in a takeover or business combination commonly seek independent advice which usually includes (i) legal advice; (ii) financial and accounting advice; and (iii) tax advice. Obtaining a fairness opinion is not customary or legally required, but it may be sought voluntarily, to provide the direc- tors with independent confirmation of the fairness of the offer or valuation. While fairness opinions are less common, directors and shareholders generally rely on valuation reports prepared by independent financial advisers or certified appraisers (ANEVAR-certified). These reports typically provide:
• a detailed assessment of the company’s value based on accepted valuation methodologies (income approach, market approach, or asset- based approach); • an analysis of key assumptions and sensitivities, ensuring that directors can make an informed rec- ommendation; and • support for shareholder decision-making in the absence of a formal market-driven valuation.
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