ROMANIA Law and Practice Contributed by: Lucian Bondoc, Bogdan Bunrau and Diana Ispas, Bondoc si Asociatii
documents. This arrangement effectively sets a time limit on the deal itself. As a result, the seller benefits, as they may walk away from the deal with that particu - lar buyer simply due to the passage of time, unless an extension is mutually agreed upon. 5.5 Definitive Agreements The terms and conditions offered within a bid are commonly documented in definitive agreements. Further, in public M&A deals, the terms and conditions of any takeover must be included in the bidder’s offer document, which is made public to ensure that the offer is addressed to all the shareholders. The offer is irrevocable for the entire duration of the takeover bid. 6. Structuring 6.1 Length of Process for Acquisition/Sale In public M&A deals, the process is highly regulated (eg, the norms provide for a minimum of ten work - ing days and a maximum of 50 working days for the takeover bid) and involves obtaining approvals from the competent authority (the FSA) and compliance with publicity requirements. Timeframes The timeframe for the acquisition/sale of a business in non-public M&A deals may depend on a series of factors – eg, whether a share deal or asset deal is envisaged or, in the case of a share deal, whether the target company is a limited liability or a joint-stock company, the acquisition structure, whether it is sub - ject to merger control (and if only phase I or phase II), and whether it is subject to the CEISD’s scrutiny. Any debt registered in the Romanian investor’s tax record (“cazier fiscal”) could further impact the timeframe of the transaction. In addition, certain other prior clearances may be legally required with respect to a particular transac - tion that would naturally expand the process (eg, in the area of certain natural resources). While in-person meetings saw a significant increase within in M&A activities starting with 2023 compared to pandemic levels, online meetings remain a key ele -
ment of transactions in 2025, offering greater efficien - cy and minimising logistical challenges. Share Deal v Asset Deal In terms of a share deal versus an asset deal, while an asset deal may prove beneficial for the buyer in terms of liability inheritance, which, generally, does not fol - low the transferred assets but remains with the seller (ie, the company owning the transferred assets), the transfer process may prove cumbersome and time- consuming. This is because certain licences may need to be renewed or reissued to the new owner, and indi- vidual re-registrations may be required for registrable assets, as well as the assignment of contracts, among other things. 6.2 Mandatory Offer Threshold Mandatory takeover requirements apply when a per - son or persons acting in concert, acquire securities that entitle them, directly or indirectly, to more than 33% of the voting rights of the issuer, whose shares are admitted to trading on a regulated market. In such cases, these persons are required to launch a public offer addressed to all securities holders at a fair price and covering all their holdings, as soon as possible but no later than two months after they reach that holding threshold. However, the requirement to conduct a mandatory takeover bid does not apply if the holding reaching the above-mentioned threshold is the outcome of an “exempt transaction”; ie: • the acquisition of shares in the process of privati - sation; • the acquisition of shares from the Ministry of Public Finance or from other legally empowered entities, in the process of budgetary claims enforcement; • transfers of shares between a parent company and its subsidiaries or between subsidiaries of the same parent company; or • a public voluntary takeover bid addressed to all those securities holders and covering all their hold - ings. If over 33% of the issuer’s voting rights are uninten - tionally acquired, the holder of such a position must, within three months:
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