Energy & Infrastructure M&A 2025 Comparisons

In 2025, the energy and infrastructure (E&I) sector acted as the main engine for high-value transactions in the Romanian M&A market. Market data shows that total deal value in Q3 2025 increased by more than 50% year-on-year, with the E&I sector accounting for over 55% of the entire market value during the same period.

This robust activity occurred despite persistent macroeconomic headwinds. Inflationary pressures have continued to complicate financing conditions and valuation metrics, while higher interest rates have led to greater selectivity among investors. Nevertheless, ongoing geopolitical tensions have, paradoxically, acted as a net positive driver for the Romanian E&I space. The regional conflict has elevated energy security from a purely economic consideration to a matter of national security. This has fast-tracked investments both in conventional gas projects aimed at supply independence and in renewable energy developments aligned with Romania’s decarbonisation commitments.

Compared to global trends, Romania’s E&I M&A market has outperformed the broader international pace. While globally the sector has shown a cautious but steady recovery, Romania has experienced a stronger rebound, driven by a combination of EU funding availability, state-backed infrastructure initiatives, and investor appetite for energy transition assets in a strategically located market at the crossroads of the EU and the Black Sea region.

The renewables M&A market, while already on an upward trajectory, has been further strengthened by the successful implementation of the Contracts for Difference (CfD) scheme. This 15-year, state-backed mechanism has fundamentally de-risked the renewables sector. The landmark second CfD auction in August 2025 awarded 2.75 GW of capacity at highly competitive strike prices, and a third auction was launched in October 2025. This scheme has unlocked bankability, transforming renewable projects from speculative ventures into a mature, M&A-ready asset class.

ESG criteria have also evolved from a corporate reporting exercise into a core financial strategy. This shift is most clearly reflected at the state level: following the establishment of its Green Bond Framework in 2023, Romania has successfully raised over RON10.8 billion through sovereign green bond issuances. In a challenging fiscal environment, this mechanism enables the Ministry of Finance to access a dedicated pool of ESG-driven capital to directly fund sustainable infrastructure, including green public transport and district heating modernisation projects.

Market access strategies in Romania’s E&I M&A space have crystallised into three main pathways:

• Acquisition (Ready-to-Build): This remains the dominant strategy for investors seeking rapid and de-risked market entry. Buyers are willing to pay a premium for “ready-to-build” (RtB) projects that have already navigated the complex permitting and grid-connection processes. A notable example is HELLENiQ Renewables’ acquisition of a 96 MW RtB wind farm from developer OX2, supported by a 12-year virtual PPA.
• Greenfield Development (for M&A Exit): Under this model, developers focus not on long-term operation, but on advancing projects to a commercially de-risked milestone before exiting through a sale to strategic or financial investors. A landmark case was Monsson’s sale of a 1,044 MW solar project in the late development stage to the Actis-backed Rezolv Energy platform.
• Strategic Joint Ventures: This route is typically reserved for capital-intensive projects requiring both financial depth and political alignment. Key examples include the OMV Petrom/Romgaz 50/50 joint venture for the Neptun Deep offshore gas project, and the multinational (US, Canadian, Italian) consortiums formed for the Cernavoda nuclear expansion projects.

Finally, international financial institutions (IFIs) – notably the EBRD – have evolved from mere financiers into essential market architects. The EBRD’s technical assistance in designing Romania’s bankable CfD framework was instrumental in unlocking private sector confidence and catalysing the ongoing M&A boom in renewables.

Romania’s project pipeline is structured around a pragmatic “Twin Pillar” strategy, officially endorsed by the Ministry of Energy. This approach advances, in parallel, large-scale state-backed conventional projects ensuring energy security and an expansive renewable pipeline driving decarbonisation.

The first pillar – conventional baseload – is represented by two of the EU’s most significant strategic energy assets:

• Neptun Deep (Natural Gas): This EUR4 billion joint venture between OMV Petrom and Romgaz is firmly in its execution phase as of late 2025. Drilling of the ten production wells is underway, subsea pipeline fabrication is progressing, and first gas remains on track for 2027. With estimated recoverable reserves of around 100 BCM, the project is expected to position Romania among the EU’s largest gas producers, potentially the largest.
• Cernavoda (Nuclear): This comprises two parallel projects, namely the EUR2 billion refurbishment of Unit 1 (scheduled for shutdown between 2027 and 2030) and the EUR7 billion construction of Units 3 and 4, which officially entered the EPCM (engineering, procurement and construction management) phase in late 2024.

The second pillar – renewables – represents the primary growth engine for M&A activity. As of 2025, over 55.5 GW of renewable projects have received grid connection permits. A critical emerging subsector is battery energy storage systems (BESS). The sheer scale of renewable development has created severe grid congestion, making a project’s grid access and storage capability as valuable as its generation capacity. The updated National Energy and Climate Plan (NECP) explicitly targets 1.2 GW of battery storage, and investor focus has shifted rapidly toward acquiring both standalone and hybrid BESS assets.

In addition, hydropower remains a structural component of Romania’s generation mix, contributing system stability and balancing capacity amid the rapid expansion of intermittent renewables. While most major hydro capacity is already in operation (over 6 GW installed), modernisation and selective hybridisation projects continue under Hidroelectrica’s investment programme.

The formation and financing of early-stage ventures in Romania’s E&I sector require a distinction between technology start-ups and project-based vehicles. While “green tech” and software-driven energy start-ups remain nascent, the dominant form of “venture” in this market is the special purpose vehicle (SPV), typically incorporated as a limited liability company (SRL) to isolate project risk and ensure transferability at exit.

Financing follows this structural logic: rather than relying on classical venture capital, projects are funded through structured or institutional capital, reflecting their asset-heavy nature.

Recent regulatory measures have professionalised market entry by introducing financial guarantees for grid connection. As a result, speculative development has largely disappeared, consolidating the sector around well-capitalised developers and institutional investors.

Liquidity in Romania’s energy venture ecosystem follows a well-defined “develop-to-sell” model. The typical exit for an SPV is an M&A transaction, with valuation driven by development maturity and key de-risking milestones. Due diligence is decisive: from inception, founders must structure SPV governance and documentation to enable a clean sale – minimal legacy liabilities, assignable contracts, and a transparent data room.

Public listings remain exceptional. The Bucharest Stock Exchange (BVB) primarily serves mature holding companies aggregating operational energy or infrastructure portfolios, rather than early-stage project vehicles.

Spin-off operations are a common practice in Romania as they represent an effective tool for corporate restructuring, offering advantages such as flexibility in asset reallocation, tax efficiency, and business continuity. Recent amendments to the Company Law have further simplified the procedure, making it less bureaucratic and faster.

In the E&I sector, over the past few years, a growing number of state-owned and private energy companies have used spin-off structures to separate generation, supply, and infrastructure activities, to improve financing, regulatory compliance, or prepare assets for partial or full privatisation or sale.

In Romania, qualifying spin-offs are exempt from taxation for both the participating entity and its shareholders, provided that the transaction is not primarily tax-motivated. Comparable rules on tax neutrality apply to cross-border spinoffs involving companies established within the European Union. The Romanian Fiscal Code sets out the tax treatment of spin-off operations in order to reach corporate tax income neutrality. Other requirements for a tax-free spin-off are that:

• the transfer of assets and liabilities is performed at their tax values; and
• the shareholders receive a pro rata allocation of shares in the recipient companies, and may also receive a cash payment of up to 10% of the nominal or accounting par value of the shares.

In the case of partial spin-offs, the transferred business must constitute an independent division capable of operating on its own to meet the requirements provided by the Romanian Fiscal Code.

Romanian legislation does not impose any restrictions on carrying out a spin-off immediately followed by a business combination. While the sequence is permitted under the corporate law, key requirements must be taken into consideration, such as operational, legal formalities and conditions for tax efficiency, as follows: (i) compliance with the Romanian Companies’ Law; (ii) standard requirements for fiscal neutrality, as mentioned in 3.2 Tax Consequences; and (iii) operational considerations (including timing), as companies must ensure that the spun-off entity is operationally independent so that assets are properly transferred to avoid risks post-combination.

A typical spin-off in Romania usually involves a two-step legal procedure, which can take approximately four months to six months due to the required formalities with the Romanian Trade Registry. No tax ruling is required prior to completing a spin-off.

It is legally permissible and possible for a potential bidder to acquire a stake prior to announcing a formal offer. However, this is constrained by insider trading rules and the mandatory bid threshold.

The reporting threshold is triggered when a person’s direct or indirect holding of voting rights reaches, exceeds, or falls below 5%, 10%, 15%, 20%, 25%, 33%, 50% and 75%, and such shareholding changes must be reported within four trading days from the date on which the threshold is reached or crossed. The initial major shareholding notifications do not typically require a detailed statement of purpose. However, the bidder’s strategic plans and intentions are a mandatory and detailed component of the formal public takeover offer document itself. The target company’s board is then required to issue a formal opinion on these stated plans.

The Romanian legal framework does not have a formal, fixed-deadline “put up or shut up” rule. However, in the event of a market leak or significant rumour, regulators may require the potential bidder to make a clarifying announcement to prevent market abuse, which can create a de facto “put up or shut up” situation.

A mandatory offer is triggered when any person, acting alone or in concert, acquires securities that result in holding more than 33% of the voting rights in a public company. Exemptions include holdings obtained during a privatisation process, in enforcement proceedings, through intra-group transfers, or after a prior voluntary offer made to all shareholders.

The most common structure for acquiring a public company in Romania is a public takeover offer. Generally, typical transaction structures for an acquisition of a public company in Romania include the acquisition of a controlling interest followed by a mandatory takeover bid, a voluntary takeover bid or a merger.

Although mergers are available in Romania as an option for an acquisition of a public company, such form of acquisition is less customary, as the process is more complex due to the applicable regulatory requirements.

In Romania, cash consideration is by far the most typical form of payment in acquisitions of public companies, including those in the E&I sector. Stock-for-stock transactions are legally possible but relatively uncommon in practice due to valuation complexity, regulatory approval requirements, and the need for the offered securities to be of an equivalent, liquid, and publicly tradable nature. There is a strict minimum price requirement for all public takeover offers. For a voluntary offer, the price must be the highest of:

• the highest price paid by the bidder (or persons acting in concert) in the 12 months preceding the offer;
• the weighted average trading price during those 12 months; and
• the net asset value per share from the company’s latest financial statements.

For a mandatory offer, the price must be no lower than the highest price paid by the bidder (or any persons acting in concert with it) for the shares of the target during the 12 months preceding the submission of the offer documentation.

The use of contingent value rights or similar mechanisms is rare in Romanian public M&A transactions. This is mainly because takeover offers must provide equal treatment to all shareholders and offer a uniform, fixed price, making contingent or variable pricing structures impractical (such mechanisms are more typical in private M&A transactions).

It is generally understood that a mandatory takeover offer cannot be made subject to conditions other than statutory requirements, such as obtaining regulatory approvals. A voluntary offer, on the other hand, may be subject to objectively justified conditions, most commonly relating to the attainment of a minimum acceptance level or the inclusion of a material adverse change clause.

In private M&A transactions in Romania, entering into a transaction agreement is common and standard practice, typically including customary representations, warranties, and covenants.

In contrast, in public takeover offers involving listed companies, such agreements are not customary. The process is governed by the takeover rules under Law No 24/2017 and the Financial Supervisory Authority (FSA) regulations, where the principal document is the offer documentation submitted to and approved by the FSA. The target’s ability to undertake binding obligations towards the bidder is therefore limited by the takeover regime.

Minimum acceptance conditions are permitted only in voluntary takeover offers. They are typically designed to ensure that the bidder acquires a sufficient stake to exercise effective control or meaningful influence over the target after completion.

The precise ownership thresholds that confer different levels of corporate control may vary depending on the company’s legal form and constitutional documents. In practice, bidders align the minimum acceptance condition with the level of ownership required to implement their post-acquisition strategy effectively.

Following a successful public takeover offer (either voluntary or mandatory), the bidder has the right to initiate a squeeze-out procedure if it owns at least 95% of the total shares and voting rights, or has acquired through the offer at least 90% of the shares and voting rights that were the subject of the offer.

The bidder must initiate this procedure within three months of the publication of the offer’s results.

When submitting the offer document to the FSA for approval, the bidder must demonstrate that it has sufficient funds to finance the entire offer. This is typically evidenced by either:

• an irrevocable bank guarantee covering 100% of the offer value; or
• proof of a cash deposit representing at least 30% of the offer value, blocked in an account with the authorised intermediary.

The bidder must submit the offer through a licensed investment firm acting as intermediary.

Romanian takeover rules allow for certain contractual protections, but their use depends on the type of transaction. In public offers directed at a dispersed shareholder base, mechanisms such as break fees, matching rights, exclusivity clauses, or force-the-vote provisions are not expressly forbidden, yet they are generally viewed as incompatible with the public bid framework.

By contrast, in privately negotiated deals, limited protections can be agreed upon. These may include cost-reimbursement clauses or short exclusivity periods, typically suited only to bilateral, deal-specific arrangements rather than open tender offers.

Force-the-vote provisions are not recognised under Romanian law, as the target board cannot approve or reject a bid. The board also cannot commit the company or its shareholders to support an offer.

If a bidder gains control (over 50%) but less than 100% and cannot (or chooses not to) execute a squeeze-out, it obtains the standard governance rights of a majority shareholder under the Companies Law, which include voting rights in the general meeting of shareholders, dividend and profit rights as per its shareholding quota, information rights or the right to request for a specific matter to be added to the agenda of the general meeting of shareholders.

In private Romanian company transactions, it is common and standard practice for buyers to obtain irrevocable commitments from key shareholders. These commitments are legally binding agreements under which the shareholders typically undertake to sell their shares, vote in favour of required corporate approvals, and co-operate in completing the transaction. Such undertakings generally do not include “better offer” escape clauses, ensuring deal certainty for the buyer. Exceptions are rare and usually limited to negotiated conditions, such as short exclusivity periods or commitments conditional upon regulatory clearances. These undertakings are a core feature of private, negotiated M&A transactions in Romania.

In contrast, in public takeovers of listed Romanian companies, obtaining irrevocable commitments from principal shareholders is uncommon and not customary. While major shareholders may express a non-binding intention to tender their shares, formal irrevocable commitments are rarely used, and there is no standard market practice for “better offer” outs, given the strict takeover and market abuse rules governing public offers in Romania.

The offer document must be approved by the FSA before the offer can be launched. The BVB acts as the market operator but is not the approving regulator.

The FSA has ten business days from the submission of the complete documentation to review and approve the offer document. The bidder proposes the offer timetable, which is then approved by the FSA. The acceptance period must last no fewer than ten business days and no more than 50 business days.

If a competing offer is announced during the initial offer period, the FSA will suspend the ongoing offer, review and approve the competing bid, and subsequently establish a single, simultaneous closing date for all active offers – effectively creating a competitive auction process.

In the context of public takeover bids, the notification may be submitted after the public announcement of the offer and, exceptionally, even after the taking over of the controlling interest.

Public takeover bids involving securities admitted to trading on a stock exchange, or a series of securities transactions, including transactions involving convertible securities, through which control is acquired from different sellers, may proceed without being delayed by the standstill obligation, provided that both of the following cumulative conditions are met:

• the concentration is notified to the Romanian Competition Council without delay; and
• the acquirer does not exercise the voting rights attached to the relevant securities, or exercises them solely (i) to preserve the full value of its investment, or (ii) on the basis of a derogation granted by the Competition Council.

In Romania, privately held companies are usually acquired through either share deals or asset deals. Key considerations in such transactions include due diligence results, regulatory approvals, tax implications, parties’ liability, warranties and indemnities. In practice, share deals are more common for acquisitions of shares issued by Romanian companies, as they allow the buyer to take over the company as a going concern, while asset deals are often used for selective acquisitions of specific business lines.

In Romania, setting up and operating a new E&I company is subject to extensive sector-specific regulation. Key regulators include ANRE (electricity, gas, renewables), NAMR (oil and gas), and various transport and infrastructure authorities.

The timeline for obtaining all necessary permits typically ranges from three months for simple licensing to well over a year for large-scale or strategic projects, reflecting the layered environmental, zoning, and grid-connection approvals required.

The primary regulatory body overseeing public M&A transactions is the FSA. Following the reorganisation of Romania’s financial authorities overseeing capital markets, insurance, and private pensions, as of 30 April 2013 the FSA became the exclusive regulator in these sectors, responsible for supervising and regulating market participants and operations, as well as enforcing secondary legislation applicable to the local capital markets.

If the target company operates in a regulated sector (eg, banking, insurance, or financial services), sector-specific rules may apply, potentially requiring the involvement of other competent authorities, such as the National Bank of Romania.

In Romania, investments exceeding EUR2 million may trigger the obligation to undergo foreign direct investment (FDI) screening. Where specific conditions are met (the investment establishes or maintains lasting ties with the target, for example by allowing for effective participation in its management or by granting control over the target, and the investment involves at least one of the 13 sectors listed by Decision 73/2012 of Romania’s Supreme Defense Council), FDI filing becomes mandatory. In this case, completing the transaction before obtaining the authority’s approval may result in fines, and the transaction may be deemed null under Romanian law. Therefore, the transaction should be subject to a standstill obligation.

From a national security perspective, an FDI filing obligation may arise if certain conditions are met, as mentioned in 5.3 Restrictions on Foreign Investments. There are no specific restrictions or considerations for investors or buyers based in a particular region, except for the sanctions regimes imposed by the EU and the USA to which Romania adheres. National export control provisions apply to arms, military equipment, and dual-use products, while for all other goods, the applicable export control framework is governed by EU regulations.

In addition to the FDI filing, a transaction may also be subject to merger control requirements. Filing for merger clearance in Romania in relation to a certain transaction (by means of which a certain form of control is acquired) is mandatory, if the following turnover threshold conditions are cumulatively met:

• the combined worldwide turnover of the undertakings concerned to exceed EUR10 million in the year previous to the transaction and
• at least two of the undertakings concerned to have achieved a Romanian turnover exceeding EUR4 million, in the year previous to the transaction.

In the context of an asset deal, acquirers should primarily consider the provisions of the Labour Code and of Law No 67/2006 on the protection of employees’ rights in case of transfer of businesses, units or parts thereof. Under this legal framework, both the seller and the purchaser are required to inform and consult with their employee representatives/trade unions/employees in writing at least 30 (thirty) days prior to the business transfer date, indicating the following aspects:

• the estimated business transfer date;
• the reasons for the business transfer;
• the legal, economic and social consequences of the business transfer for the employees;
• any measures to be taken with respect to the employees; and
• work conditions and work framing conditions.

Although this formality is mandatory under the applicable law, such opinion is not binding in the context of the transaction.

The seller’s and purchaser’s non-compliance with this formality does not impact the transfer of employees and may only lead to a fine of up to RON3,000 (approximately EUR600) for each party.

In the case of a share deal, no specific labour law provisions apply, as employees remain employed by the same legal entity.

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 currency 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.

A key recent development in Romanian energy and infrastructure M&A is the introduction of a comprehensive 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 transaction dynamics in the renewables market. It reinforces a shift in M&A focus from speculative early-stage assets to projects that already have a clear, unproblematic 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.

The most significant legal development has undoubtedly been the introduction and launch of the CfD scheme, as explained in 1.2 Energy and Infrastructure Trends.

Romania’s carbon emission objectives are ambitious and heavily influenced by its EU membership. The primary goals are enshrined in the NECP, which aligns with the EU’s “’Fit for 55’’ and the REPowerEU packages. 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 emissions; and
• phasing out coal-fired power generation.

Political support for reducing emissions and investing 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 reliance on energy imports, particularly Russian gas, has made domestic renewable production a top national security priority.
• Access to EU Funds: Billions of euros are available to Romania through the National Recovery and Resilience Plan (PNRR) and the Modernisation Fund.

In Romania, a public company may disclose due diligence 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 competitor, the company may share commercially sensitive 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 competitor, the disclosure of sensitive commercial information – such as current or future prices, costs, production capacity, customer and supplier lists, or commercial and pricing strategies – must be handled with heightened caution. Such information should only be shared through a “clean team” mechanism, based on a robust NDA, and only to the extent strictly necessary for the evaluation of the transaction. Wherever possible, data should be aggregated, anonymised, or historical (typically older than one year) to reduce competition law risks.

After signing and before closing, the target may share limited additional information, preferably in aggregated form. If the transaction requires clearance from the Romanian Competition Council or the foreign direct investment screening authority, sensitive information must not be exchanged directly before obtaining such clearance; instead, any necessary exchange should occur exclusively through the clean team.

Although there are no specific legal or regulatory prohibitions on the disclosure of personal data in the context of due diligence reviews, the target and other disclosing entities are expected to limit such disclosure strictly to personal data that is necessary and relevant for the purpose of conducting an adequate due diligence exercise. Personal data of a sensitive nature, as defined under Article 9(1) of the GDPR, as well as any information subject to professional secrecy obligations (for example, banking or client-confidential information), should not be disclosed. Where disclosure is based on the legitimate interests of the parties involved, the disclosing entity should undertake a legitimate interest assessment to ensure that the processing is proportionate and that data subjects’ rights are adequately protected. In all cases, a case-by-case assessment must be carried out to determine the appropriateness and necessity of disclosing each category of personal data.

While there are no blanket prohibitions on due diligence in Romanian E&I M&A, disclosure is heavily regulated. In addition to the aforementioned general competition law limits, energy sector companies must observe other sector-specific restrictions, including but not limited to ANRE licensing confidentiality, national security obligations, and rules governing access to critical infrastructure or concession data.

The timing of the public announcement depends on the type of offer.

For voluntary offers, the bidder must first submit a preliminary offer announcement to the FSA for approval. Only after receiving FSA approval may the bidder publish this announcement and notify the target company and the regulated market. The bidder must then submit the complete offer documentation to the FSA for approval within 30 calendar days from the publication of the preliminary announcement.

For mandatory takeover offers, the bidder is required to launch a bid as soon as possible, but no later than two months after exceeding the 33% voting rights threshold. The bidder must prepare, obtain FSA approval for, and formally publish the offer within this period.

The bidder must provide a prospectus in the case of an offer where securities are being issued as consideration. The securities offered must be admitted to trading on an EU-regulated market; this does not need to be the BVB, as passporting is permitted.

For cash offers, the bidder is not generally required to publish full financial statements. The key disclosure relates to the source and availability of funds, evidenced through the “certain funds’’ documentation.

On the other hand, for stock-for-stock offers, full financial statements of the bidder are part of the prospectus, enabling target shareholders to assess the value of the offered securities.

Financial statements for issuers listed on Romanian regulated markets must comply with IFRS as adopted by the EU.

The tender offer document – and, in the case of a stock-for-stock offer, the prospectus – must be filed with and approved by the FSA prior to launch. In addition, separate filings must be made with other competent authorities, such as for merger control clearance and FDI approval.

Under Romanian law, the principal duties of directors in the context of a business combination arise primarily from Companies Law No 31/1990, the Civil Code, and, where applicable, the company’s articles of association.

The directors’ core responsibility in such restructurings is to prepare the business combination plan, outlining the key terms of the combination and the rights of the participating shareholders, and to draft an explanatory report that justifies the business combination from both an economic and legal standpoint while describing its anticipated effects. These documents must be made available to the shareholders for review.

In fulfilling these tasks, directors are also bound by their overarching duties of care, loyalty, and good faith in exercising their management and representation powers. They must act in the best interests of the company, within the boundaries of the law and the company’s stated corporate purpose.

Although Romanian law does not explicitly establish a general duty toward stakeholders, directors’ responsibilities are not limited solely to shareholders. Certain obligations may indirectly extend to other stakeholders – such as employees, creditors, and business partners – particularly where their rights may be affected by the envisaged business combination (for example, in cases involving workforce transfers, financial restructuring, or potential insolvency). Nevertheless, the directors’ primary duty remains toward the company itself, a concept generally interpreted as encompassing the collective interests of its shareholders.

Under Romanian law, there is no express statutory requirement for directors to establish special or ad hoc committees specifically for the purposes of mergers, acquisitions, or other business combinations. Pursuant to Companies Law No 31/1990, directors and managers are required to exercise their duties of diligence, loyalty, and good faith in the best interest of the company.

In practice, committees are generally formed as part of the company’s ordinary corporate governance structure – typically to address areas such as audit oversight, remuneration, or nomination of management candidates – rather than in connection with a specific transaction.

Where a conflict of interest arises, Romanian law requires the concerned director to abstain from deliberation and voting on the relevant matter, ensuring that the decision-making process remains impartial and aligned with the company’s interests.

In the context of M&A transactions, the board’s role is generally limited to informing the shareholders, evaluating the proposed transaction, and providing a recommendation for or against it. The ultimate decision-making authority lies with the general meeting of shareholders, which approves or dismisses the transaction.

While directors must avoid conflicts of interest and ensure proper disclosure, shareholder litigation challenging the board’s recommendation is relatively rare, as shareholders are usually not bound by such recommendation. Key considerations for a potential buyer include:

• verifying that the board provided all necessary information and recommendations to the shareholders;
• ensuring that the transaction was approved in accordance with the company’s constitutive documents and applicable law; and
• assessing any pending or potential shareholder claims that could affect the validity or timing of the transaction.

In practice, while the board plays a consultative role, the approval of the general meeting of shareholders is decisive, and the directors are generally not expected to actively negotiate or defend the company in M&A deals.

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 directors 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 recommendation; and
• support for shareholder decision-making in the absence of a formal market-driven valuation.