Competition law

When economic concentrations of a certain size are concerned, which also impact Romanian territory, the legal trigger threshold may be exceeded. This threshold is a relatively low amount, when compared to those of other EU-countries.

• As in other legislations, in Romania the procedure is a filing procedure, as well. A transaction must be filed with the Romanian Antitrust Office within the deadlines prescribed by law. Until a decision of the authorities is issued, the transaction cannot be completed in Romania, with some exceptions which may not lead to effectively taking over control while the procedure is not finalized yet (suspensory clause).

• Depending on the effects of the planned economic concentration, the application can be filed in a simplified or in a normal procedure. The crucial factor for this is the market share of the companies which are involved in the planned concentration. Only the Romanian Antitrust Office can decide which type of application you may file in any given case.
• Applications for economic concentrations are subjected to careful scrutiny by the Romanian antitrust authorities, according to our experience. The authorities possess, either by way of previous applications, or by way of their own research, an extensive database containing economically relevant data for all the markets concerned. For this reason it is desirable to prepare and double-check applications with the utmost care before having them filed. It must also be said that the procedures are relatively lengthy. Usually they extend over several months and supplemental data, compared to what was already included in the initial application, is requested. Not only the market directly concerned by the planned economic concentration will be scrutinized, but also all markets on which the concerned businesses are active in Romania. Should the concentration be approved, the fees to be paid shall be assessed according to the declared turnovers. There is a distinct possibility that a certain concentration shall be approved only conditionally, because otherwise there would be concerns relatively to the market-dominating position of the participating businesses. In this case the antitrust authorities will set clear deadlines up to which the conditions set forth in the approval document must be met.
• Antitrust regulations must be carefully reviewed ex-ante and an application must be considered when vertical mergers are concerned as well, for example between retailers and suppliers or between producers and their suppliers.
• In case of a failure to notify a merger, if it was already implemented, the participating businesses run the risk of being fined by the Romanian Antitrust Office. Fines are imposed according to the total turnover of the participating businesses, always at the level of groups of companies and can therefore amount to very large sums. Due to this it is rather undesirable to fail to notify a planned merger to the competent antitrust authorities.
• Our law office has already drafted and filed a significant number of applications for economic concentrations, for different clients and relevant markets, each of these being successfully approved by the antitrust authority. We can support your planned merger as well.
• We can also provide support from this direction when contract drafting is concerned, as well. Should a fine have been imposed on you by the antitrust authorities, we can also represent you in the legal procedures concerned.
• The same applies should any of your business partners have affected your legitimate business interest by way of unlawful competition.

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