Romania: A Corporate/M&A Overview

M&A Market and Trends

Historically, the Romanian M&A market has proved resilient in the face of (geo)political and economic complexity and 2025 was no exception. Despite some tax adjustments in the context of the Romanian government fighting the deficit (9.3% of GDP in 2024, estimated to gradually decrease to 5.9% of GDP by 2027, according to the European Commission’s economic forecast), the Romanian M&A market held steady, with estimated levels (in terms of number of deals and value) similar to those of 2024. The progress of the OECD accession process is also supportive in this respect.

Similarly, the trend of activity per sector continued, most activity having been registered in the real estate, hospitality and construction, energy and utilities, advanced production and mobility, healthcare and life sciences, and the TMT sectors.

In 2026, the economic landscape will have to navigate rising inflation and an overall economic slowdown in the context of the government’s fiscal consolidation efforts aimed to combat its deficit and public debt (eg, tax increases, including with respect to VAT, healthcare contributions and dividend tax rates). However, with a slight growth in GDP of 1.1% forecast by the EC; approximately EUR20 billion in European funds (part of the recovery and resiliency plan, cohesion and agriculture) expected to be injected in the form of investments; and with overall increased stability perceived by investors, the Romanian M&A market is expected to remain active across multiple sectors.

Regulatory approvals

There are no regulators for private M&A activity per se in Romania, but depending on the industry concerned, there may be certain closing conditions for a transaction (eg, prior approval by a regulator like the National Bank of Romania or the National Agency for Mineral Resources). However, irrespective of the industry, the involvement of the competition authority (the “Competition Council”) and of the Commission for Examination of Foreign Direct Investments (the “CEISD”) might be required.

Legal developments

Since 2022, when the legal framework governing foreign direct investment (FDI) in Romania changed significantly following the entry into force of the new FDI legislation, which also established the CEISD as the competent authority for the review of FDI, the number of investment screenings carried out in Romania has increased substantially. As per official data from the Competition Council, approximately 259 investments were subjected to screening in 2023, compared to 471 screenings in 2024. Although official data for 2025 is not yet available, the number of screenings is expected to be broadly in line with the 2024 level, if not slightly higher. This increase is also the result of subsequent legislative amendments that have expanded the scope of the FDI screening regime to include investments made by investors from the EU as well as domestic Romanian investors.

The Romanian FDI legal framework remains dynamic and is expected to continue evolving, with further legislative amendments anticipated in the near future. The anticipated changes appear to further extend the scope of investments subject to screening by expressly including investments involving the acquisition of assets of any kind in sensitive sectors, such as critical and advanced technologies, critical infrastructure, and the pharmaceutical and defence sectors, among others.

Further, as part of the government’s bid to increase tax collection, legal provisions requiring additional scrutiny by the tax authorities in the case of transfer of control over a limited liability company (LLC) were enacted in December 2025. The provisions in question are meant to address the issue of LLCs with outstanding tax liabilities on the change of control (by the creation of security over such debt by the seller or the LLC itself), resulting in all transfers of controlling stakes over LLCs now being subject to such scrutiny.

Trends in risk allocation

Risk allocation has traditionally been a highly negotiated process in Romanian M&A deals and has become increasingly so in the current environment. As this is particularly true in the case of traditional tools (representations and warranties, indemnities and overall liability), alternative tools (which is not to say new), such as warranties and indemnities (W&I) insurance, have been seen more frequently in the M&A process.

In the case of W&I insurance (seen more often in large deals), purchasers are protected against sellers’ breaches of the warranties and indemnities, with the purchasers often deeming such protection to outweigh the associated cost. Choosing a W&I insurance approach also indirectly benefits the negotiation process, as parties are less likely to engage in extensive negotiations or reach deadlocks on risk allocation and, more generally, liability topics.

In addition, in the context of the challenges presented by valuing companies in the current global climate, particularly in certain sectors, making it more difficult to bridge the valuation gap, the consideration is often split between completion payments and subsequent payments. The latter are usually found in the form of earn-out payments, usually conditional upon the financial performance of the target company post-transaction, ameliorating the purchasers’ risk of overvaluation of the target company (and pushing part of the enterprise and market risk back to the sellers for a limited time) and/or in the form of deferred payments/hold-back amounts (which are often used as a form of security by the purchasers against the sellers’ contractual liability).

Overall, having regard to its geographical position and economic structure, Romania is expected to offer numerous M&A and other type of partnership opportunities in the next period, and significant signs of this have already been observed.