A Western European acquirer identified a mid-market Romanian target in the logistics sector. The commercial rationale was strong. The combined entity would hold a meaningful share of a regionally concentrated market. That concentration was precisely what triggered a mandatory competition clearance requirement – and the procedural consequences that followed tested the entire deal timeline.
M&A transactions in Romania that meet defined turnover thresholds require prior clearance from the Consiliul Concurentei (Romanian Competition Council) before closing can proceed. The share purchase agreement (SPA) must therefore treat competition approval as a formal closing condition. Transactions that close without this clearance are void under Romanian competition legislation and expose both parties to significant administrative penalties.
This case study traces how the deal was structured, where complications arose, and what lessons apply to cross-border acquisitions facing similar regulatory hurdles in Romanian markets.
Client profile and the challenge
The client was a privately held holding company incorporated in Central Europe. It had completed several acquisitions across EU member states but had not previously transacted in Romania. The target was a Romanian-registered logistics operator with established regional operations and a network of long-term commercial contracts.
The principal challenge was twofold. First, the deal structure needed to account for Romanian corporate legislation governing share transfers, including the proper execution of the cesiune de parti sociale (transfer of shares in a limited liability company). Second, the combined market position of acquirer and target in two overlapping service segments triggered mandatory pre-merger notification.
The client had initially assessed the timetable at approximately three months from signing to closing. That estimate did not account for the competition review period or the documentary requirements under Romanian corporate law. Engaging a law firm in Romania with cross-border transaction experience was therefore the first corrective step taken.
For context on the broader corporate law environment governing Romanian targets, our analysis of corporate law in Romania sets out the structural rules that shape share acquisitions in this jurisdiction.
Legal strategy and key milestones
The strategy rested on three sequential pillars: structured due diligence, a tightly drafted SPA with appropriate closing conditions, and a proactive competition filing timed to minimise regulatory delay.
Due diligence. The due diligence process focused on four areas. First, the target's corporate records were reviewed to confirm the chain of title to all shares. Second, the long-term commercial contracts were examined for change-of-control clauses. Third, the target's regulatory licences were verified, as certain transport authorisations in Romania are non-transferable and do not survive a change of control automatically. Fourth, the representations and warranties given by the sellers were mapped against identified risk areas to calibrate the indemnity scope in the SPA.
A non-obvious risk emerged during this phase. Several of the target's material contracts contained change-of-control provisions requiring third-party consent. These were not flagged in the initial information memorandum. Obtaining those consents became a separate pre-closing workstream and added approximately six weeks to the overall timeline.
SPA structure. The share purchase agreement was governed by Romanian law, as required by the nature of the transferred assets. Key closing conditions included: receipt of competition clearance, confirmation that all regulatory licences remained valid, and delivery of executed third-party consents for the identified contracts. The representations and warranties covered title, capacity, financial statements, material contracts, and absence of pending litigation. A warranty and indemnity mechanism was structured with a tiered liability cap and a 24-month claims period for general warranties.
Competition filing. The notification was submitted to the Consiliul Concurentei within the period prescribed by Romanian competition legislation. The filing documented the parties' combined turnover, the affected markets, and the rationale for the transaction. The Council opened a Phase I review. That review concluded within the standard period with clearance subject to a behavioural condition – the acquirer committed to maintaining service levels for existing third-party clients for a defined period post-closing.
The full M&A transaction service offering for Romanian targets, including pre-signing structuring and post-closing integration support, is described in our M&A advisory service for Romania.
To explore how Ferraz & Whitmore can support your acquisition strategy in Romania, including competition filing and SPA negotiation, contact us at info@ferrazwhitmore.com.
Complications encountered and how they were addressed
Three complications materialised between signing and closing.
The first was the change-of-control consent issue described above. The team prioritised outreach to the counterparties whose consent carried the highest commercial value. Two consents were obtained within four weeks. One counterparty requested amended commercial terms as a condition of consent. The client accepted a minor pricing adjustment to preserve the contract and avoid a material adverse change scenario under the SPA.
The second complication arose from the competition review itself. The Council requested supplementary information on the acquirer's existing logistics activities in adjacent Romanian regions. Preparing that submission required coordinating data from the acquirer's own subsidiaries across three jurisdictions. A two-week response period was used in full. The Council's Phase I timeline was extended by the number of days taken to produce the supplementary response – a standard mechanism under Romanian competition legislation that buyers frequently underestimate.
The third complication was a discrepancy in the target's corporate registry records. The Registrul Comertului (Romanian Trade Register) reflected an outdated shareholding structure following an earlier internal reorganisation that had not been correctly filed. Rectifying this required a corrective filing by the target and a short court validation procedure. This added approximately three weeks. It also underscored the importance of verifying Trade Register entries independently rather than relying solely on seller-provided corporate documents.
Transferable lessons for cross-border acquirers
Three lessons from this matter apply directly to acquirers approaching Romanian targets – or comparable civil law jurisdictions with mandatory pre-merger control regimes.
Lesson 1: Build the competition timeline into the deal schedule before signing. The most common cause of timetable overrun in Romanian M&A is a mismatch between the commercial signing date and the actual closing date after competition review. Phase I proceedings can be extended by supplementary information requests. Acquirers should treat the standard review period as a floor, not a ceiling, and structure long-stop dates accordingly.
Lesson 2: Change-of-control clauses require active pre-due-diligence screening. Information memoranda routinely understate the prevalence of these provisions. A targeted search of the target's material contracts for change-of-control language. before the SPA is signed. allows the acquirer to assess consent risk, price it into the deal, or make consent delivery a condition precedent. Leaving this to the post-signing period transfers timing risk to the acquirer.
Lesson 3: Corporate registry verification is non-negotiable. In Romania, the Registrul Comertului is the authoritative public record of shareholding and corporate authority. Discrepancies between internal company records and the Trade Register are not uncommon following reorganisations. Any such discrepancy must be resolved before closing – and the time required to do so is determined by Romanian civil procedure, not by the parties' preferred timetable.
For acquirers who have encountered similar issues in Iberian markets. Our case study on M&A transactions in Portugal offers a comparative perspective on civil law deal structuring and regulatory conditions in a closely related legal environment.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our M&A practice supports acquirers, sellers, and investors through every stage of cross-border transactions – from initial due diligence and SPA negotiation to competition filing, closing conditions management, and post-acquisition integration. In Romania, our team has advised on share acquisitions in regulated and non-regulated sectors, combining Portuguese civil law expertise with English common law transaction discipline. We work with international entrepreneurs, institutional investors, and in-house legal teams who require results-oriented counsel across multiple legal systems. The firm's Lisbon base provides direct access to EU regulatory channels, while our common law expertise supports enforcement and arbitration strategies in English-speaking jurisdictions. To discuss your acquisition target in Romania or an adjacent market, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.