Romania’s merger and acquisition (M&A) market brims with potential, but its merger control regime under Competition Law No. 21/1996 demands precision. Overseen by the Romanian Competition Council (RCC), this framework applies uniformly to all transactions—domestic or international—meeting specific turnover thresholds. With fines up to 10% of global turnover and the risk of deal rejection, compliance is non-negotiable. This blog post unveils key strategies to master Romania’s merger control process, highlighting why legal expertise is your foundation for success.
What Is Merger Control in Romania?
Romania’s merger control, governed by Competition Law No. 21/1996 and RCC regulations, targets “concentrations” impacting competition:
- Turnover Thresholds: A combined global turnover exceeding €10 million, with at least two parties each generating over €4 million in Romania (adjusted annually for inflation).
- Scope: Mergers, acquisitions, and full-function joint ventures creating lasting structural changes.
- Process: Mandatory pre-notification to the RCC, with reviews spanning 20 days for simplified cases or up to five months for complex probes.
In 2022, the RCC cleared 127 concentrations, showcasing a robust yet manageable system.
Why Merger Control Matters in Romania
The RCC enforces merger control to safeguard competitive markets. Non-compliance risks include:
- Heavy Fines: Up to 10% of turnover for failing to notify or closing pre-approval—e.g., Corsar Online SRL’s €1.8 million penalty in 2022.
- Deal Blocks: Transactions can be prohibited or reversed if they harm competition.
- Market Stakes: Missteps can disrupt your role in Romania’s dynamic M&A landscape.
Compliance unlocks opportunities—legal guidance ensures you seize them.
Key Strategies for Navigating Romania’s Merger Control
1. Assess Thresholds Early
Determining RCC jurisdiction hinges on accurate turnover analysis. Legal experts:
- Calculate combined and individual turnovers against the €10 million and €4 million benchmarks.
- Confirm the deal’s status as a concentration, avoiding oversight.
2. File with Precision
Pre-notification requires detailed submissions: turnover data, market shares, and transaction rationale. Seasoned counsel:
- Prepares filings to RCC standards, preventing delays in the 45-day Phase I or five-month Phase II timelines.
- Manages multi-jurisdictional alignments with EU merger rules.
3. Leverage Simplified Procedures
Transactions with minimal competitive overlap (e.g., horizontal overlap below 20% or vertical below 30%) qualify for a 20-day simplified review. Lawyers:
- Pinpoint eligibility for this fast-track option, saving time.
- Optimize submissions for swift RCC clearance.
4. Rely on Legal Expertise
Romania’s merger control evolves with RCC precedents—like the 2022 Liberty Global/UPC Romania case—and sector priorities. Why lawyers matter:
- Clarity: They interpret thresholds, market definitions, and RCC trends with finesse.
- Mitigation: Experts craft remedies (e.g., divestitures) to address competition concerns.
- Advocacy: If conditions or prohibitions arise, skilled counsel negotiates with the RCC for favorable outcomes.
Without this expertise, you’re exposed in a high-stakes process.
5. Anticipate Sector Scrutiny
Sectors like telecom, energy, and retail face intense RCC focus—e.g., Orange Romania’s €14 million fine in 2022. Legal oversight:
- Assesses market shares and competitive effects in these hotspots.
- Prepares you for RCC enforcement priorities.
Handling an RCC Merger Review
If your deal faces scrutiny:
- Respond Strategically: Legal teams meet tight deadlines (e.g., 15 days for Phase I responses).
- Liaise with Authorities: Experts guide you if a conditional or prohibition decision is issued, engaging the RCC to shape results.
- Navigate Appeals: If needed, seasoned advocates challenge RCC decisions via Romania’s courts.
Precision here can secure approval or salvage your deal.
The Rewards of Compliance
Mastering Romania’s merger control delivers:
- Deal Certainty: Smooth approvals for your M&A goals.
- Protection: Avoidance of fines and reputational hits.
- Market Edge: Confidence in a competitive economy.
Legal expertise turns compliance into a strategic asset.
Conclusion
Romania’s merger control applies evenly to all deals, making it a complex yet conquerable challenge. With early assessment, precise filings, streamlined approaches, sector awareness, and expert legal guidance, you can secure your transaction and thrive. For those seeking a trusted partner, firms like 360Competition offer the insight and elegance to transform compliance into opportunity. Ready to merge? Start with the right strategy—and the right team—today.
