Romania

Authority / Source

  • Competition Council
  • Competition Law 1996 (21 / 1996)

Mandatory / Voluntary

Mandatory

When to notify?

Notification to the Competition Council prior to implementation of the transaction and after the date of signature of binding agreements, the public bid or the takeover of the controlling shareholding.

In exceptional circumstances, notification can be made before signature of binding agreements if the undertakings concerned demonstrate a good faith intention to conclude an agreement.

Threshold(s)

Mandatory notification where:

  • the combined worldwide turnover of the undertakings involved exceeds EUR 10 m; and
  • the domestic turnover (in Romania) of each of at least two of the undertakings involved exceeds EUR 4 m.

Obligation on whom

In the case of acquisition of sole / joint control, the obligation is on the undertaking acquiring control. In the case of a merger, the obligation lies with the parties to the merger.

Consequences of implementing a transaction despite obligation to suspend until clearance

Fine of up to 10% of the aggregate turnover of the undertaking concerned.

Consequences of implementing transaction despite prohibition decision

Fine of up to 10% of the aggregate turnover of the undertaking concerned.

Furthermore, the Competition Council can require the involved undertakings to liquidate the resulting entity or impose any other measure in order to re-establish the initial situation of the parties prior to implementation.

Stages

Scope of the law – 30 days 

Within 30 days of confirmation by the Competition Council that the notification is complete and effective, it must inform the applicant if the concentration does not fall within the scope of the law.

First Stage – 45 days 

Within 45 days of confirmation by the Competition Council that the notification is complete and effective, it must authorise (a non-objection decision), or open second-stage proceedings.

Second Stage – five months 

The second-stage proceedings must be concluded within five months of confirmation by the Competition Council that the notification is complete and effective.

Foreign-to-foreign mergers caught?

Can be caught where the undertakings are active on the Romanian market. No physical presence is required.

Treatment of JVs

Can be caught where they perform on a lasting basis all the functions of an autonomous economic entity, without leading to the coordination of the competitive behaviour of the parents between themselves or between them and the JV.

Up to date as of 1 September 2014

Contact points

This manual is intended only to provide an overview of the merger control rules and regulatory requirements in the EU, the EEA and the European countries listed. The information and views expressed in this manual are not necessarily comprehensive and do not purport to give professional advice. If you would like further information, please contact the following:

CMS Cameron McKenna

S-Park
11–15, Tipografilor Street
B3–B4, 4th Floor
013714 Bucharest
Romania
T +40 21 52 80 800 / +40 750 095 000
F +40 21 52 80 900 / +40 750 095 100