ROMANIA Law and Practice Contributed by: Lucian Bondoc, Bogdan Bunrau and Diana Ispas, Bondoc si Asociatii
renewable energy, real estate, retail and hospitality and construction, while sectors such as advanced manufacturing and mobility and healthcare and phar - maceuticals sustained a strong market presence. This dynamic reflects the ongoing growth of the Romanian market as a strategic hub for diverse investments.
More specifically, business combinations resulting in a change of control (be it sole or joint) of an undertaking on a lasting basis, are subject to compulsory clear - ance by the Romanian competition authority (ie, the Competition Council) if the combined turnover of the undertakings concerned is in excess of EUR10 million worldwide, and each of at least two of the undertak - ings concerned had a turnover in Romania exceeding EUR4 million in the year preceding the transaction. 2.5 Labour Law Regulations Prior to a transaction, acquirers should carefully review individual templates and collective bargaining agreements, and any other arrangements (eg, pro - tocols) between the employer and the trade union/ employees’ representatives and/or employees, and HR-related policies and procedures applicable within the target company so as to assess potential non- compliance with the law, certain cost trends that could entail a target company’s liabilities at post-deal clos - ing. These costs may include potential sale bonus - es, benefits, severance payments, etc. Acquirers should also consider any other potential implications the transaction might have on the target company’s employees, such as mandatory prior information and consultation requirements. Depending on the type of transaction, acquirers may also have specific obligations to fulfil. Asset deals are also typically subject to TUPE rules. The most relevant employment laws and regulations include: • the Romanian Labour Code (Law 53/2003); • the Law on social dialogue (Law 367/2022); • the Law on teleworking (Law 81/2018); • the Law on the general framework for informing and consulting employees (Law 467/2006); • the Law on the safeguarding of employees’ rights in the event of transfers of undertakings, business - es or parts thereof (Law 67/2006); • the Government Decision providing the minimum gross salary guaranteed for payment at national level (GD 1506/2024); • the Government Decision on the approval of the procedure for the application of the mechanism for determining and updating the minimum gross base
2. Overview of Regulatory Field 2.1 Acquiring a Company
Typically, companies are acquired through the acquisi - tion of shares. However, depending on due diligence findings or the financial situation of the target compa - ny (eg, insolvency), transfers of assets are also com - mon and some involve large businesses. 2.2 Primary Regulators There are no regulators for private M&A activity per se in Romania, but depending on the industry con - cerned, there may be certain closing conditions (eg, prior approvals of a regulator like the National Bank of Romania or the National Agency for Mineral Resources may constitute closing conditions for a transaction). However, irrespective of the industry, the involvement of the competition authority (the Competition Council) might be legally required. Additional scrutiny of the Commission for Examination for Foreign Direct Invest - ments (CEISD) might also be required if the industry has a bearing on national security; see 2.6 National Security Review . 2.3 Restrictions on Foreign Investments There are a few restrictions on foreign investment. For example, foreign nationals outside the EU and EEA cannot acquire land, other than in a limited number of exceptions. Also, a number of investments are subject to scrutiny by the CEISD; see 3.1 Significant Court Decisions or Legal Developments . 2.4 Antitrust Regulations As an EU member state, Romania is subject to both EU regulations and relevant national legislation, the latter harmonising with the former. Among the details worth considering are the rather low thresholds trig - gering a merger control requirement.
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