Category: Publications

Country Comparative Guides 2026 | Romania: Employee Incentives

We are pleased to share the Romania chapter of The Legal 500: Employee Incentives Country Comparative Guide, authored by our team. This material was originally produced for and published by The Legal 500, providing a comprehensive overview of the legal and tax framework governing employee benefits in our jurisdiction.

This country-specific Q&A provides an overview of Employee Incentives laws and regulations applicable in Romania.

1. What kinds of incentive plans are most commonly offered and to whom?

i) Cash-based incentives: the most commonly offered incentive arrangements remain cash-based, such as annual performance bonuses, sales commissions and retention bonuses. These incentives are typically offered to a broad range of staff across the organisation, with commissions mainly for sales and other revenue-generating roles, while retention awards and multi-year KPI plans are more often targeted at middle management and key employees in significant positions.ii) Share-based incentives: Romanian companies can implement several share-based remuneration structures, including a tax-qualified Stock Option Plan (“SOP”), as well as cash-settled alternatives such as virtual/phantom share plans. However, only SOPs that meet the conditions set out under Romanian tax legislation benefit from a favourable tax treatment and are therefore more attractive. In practice, share-based incentive plans are typically granted to employees and, depending on the structure and documentation, may also cover directors and key managers (including within group companies), most often targeting senior leadership and key personnel.iii) Other benefits: employee benefits are typically built around regulated vouchers (most commonly meal, holiday, gift, nursery and cultural vouchers), but employers may also grant a range of additional benefits under internal policies. In practice, these supplementary benefits often include private medical insurance or medical subscriptions, life insurance, voluntary pension contributions where applicable, allowances for remote work and work equipment, transportation or fuel support, and wellness or learning budgets.

2. What kinds of share option plan can be offered?

Under Romanian practice, actual share plans can take several forms, but they are built around the same core feature, namely the beneficiaries receive (or become entitled to receive) actual equity interests in the company (at a discounted or zero price), and the right is usually subject to an exercise window, failing which it lapses. These plans are designed to support long-term alignment, retention and growth contribution.Although several equity-based mechanisms can be used in practice, only arrangements that qualify as a SOP under Romanian tax law can benefit from the preferential tax treatment provided by law.For a share option plan to qualify as a SOP under Romanian law, it must be initiated at company level, be addressed to employees, directors or managers of the company or of its affiliated companies, grant the right to acquire/receive a determined number of equity interests issued by the company at a discount or for free, and include a minimum one-year period between grant and exercise. If these conditions are met, the benefit represented by the discount shall not be subject to income tax and social security contributions, neither at grant nor at exercise, with taxation typically arising later on, in connection with dividends and the future sale of shares.MNEs often roll out other stock-derived remuneration mechanism intended to apply at the group level, including to employees of Romanian subsidiaries (for example, restricted shares or restricted stock units), but any preferential tax treatment is available only if the arrangement is structured to meet the Romanian qualifying conditions for SOPs. Otherwise, such awards can still be implemented, but they are typically taxed under the standard payroll rules applicable to employment-related remuneration.

3. What kinds of share acquisition/share purchase plan can be offered?

Under an actual stock plan, share acquisition/share purchase arrangements can be structured as (i) acquisitions through a share capital increase (new shares issued and subscribed by participants, which implies shareholder corporate approvals and, in joint-stock companies, may be streamlined via authorised capital), and (ii) purchases from existing shareholders or via share buyback, through which the company repurchases and then distributes/sells to participants (with share buyback available only to joint-stock companies, subject to statutory limits and a 12-month deadline to dispose of repurchased shares intended for employees).As mentioned at Question 2, the Romanian legislation expressly provides a preferential tax regime mainly for arrangements that qualify as a SOP under the tax legislation. If the relevant conditions are met, the SOP-derived benefit is generally not taxed as salary neither at grant nor at exercise, with taxation typically occurring on the sale of the shares. Where the relevant conditions are not met, any incentive plan can still be implemented, but the benefit is generally taxed under ordinary payroll rules as employment-related remuneration.

4. What other forms of long-term incentives (including cash plans) can be offered?

Long-term incentives in Romania can have various forms:i) Equity-linked but cash-settled plans (e.g., virtual/phantom shares, stock-appreciation rights awards) replicate share value growth without transferring legal ownership. In practice, they are used especially in group settings, and do not generally qualify for the preferential tax regime of SOPs, being treated as deferred compensation, and taxed similarly to salary (subject to income tax and social security contributions) when paid out.ii) Multi-year cash plans (deferred bonuses) involve cash payouts after a specific performance period and are commonly linked to financial or strategic metrics. These amounts are typically treated as employment income when paid and taxed through payroll.iii) Retention awards are cash amounts payable at one or more future dates provided the participant remains employed, usually supported by good/bad leaver rules and, in some cases, malus/clawback clauses. Taxation generally follows the ordinary payroll rules at payout.

5. Are there any limits on who can participate in an incentive plan and the extent to which they can participate?

In Romania, there is generally no single statutory cap on who may participate in employer incentive plans: employers have wide discretion to set eligibility criteria (e.g., role, seniority, performance), provided these are applied consistently and comply with equal treatment and non-discrimination rules under labour law. Nevertheless, in case of SOPs, in order to benefit from the preferential tax treatment, such plans must be addressed only to employees, directors or managers of the company implementing the relevant SOP or of its affiliated companies.

6. Can awards be made subject to performance criteria, vesting schedules and forfeiture?

Both cash and equity-based awards can be structured with (i) performance conditions, (ii) vesting schedules, and (iii) forfeiture/lapse rules, provided the terms are clearly documented in the plan rules (and, where relevant, aligned with the participant’s employment/management relationship).For share plans intended to benefit from the Romanian preferential tax treatment, the design is typically built around a tax-qualifying SOP. In that context, vesting is not only permitted but is effectively embedded in the tax concept: to qualify, Romanian tax rules require at least a one-year period between grant and the moment the beneficiary becomes entitled to exercise the right (minimum vesting period).Performance criteria can be also attached to grant and/or exercise (e.g., individual KPIs, EBITDA, revenue growth, strategic milestones), and the plan may provide that unvested awards (or even vested-but-unexercised rights) are forfeited if the participant leaves before the relevant dates or breaches specified conditions (often implemented via good/bad leaver mechanisms).

7. Can awards be made subject to post-vesting and/or post-employment holding periods. If so, how prevalent are these provisions both generally and by reference to specific sectors?

Post-vesting and/or post-employment holding periods may be included in share-based incentive plans where the award leads to the beneficiary holding equity interests. In such cases, the plan rules can impose restrictions on sale or transfer for a defined period after vesting and/or (less common) after termination. Depending on the mechanism, comparable retention-type constraints may also be implemented for virtual equity arrangements that do not transfer legal ownership, but instead grant a right to cash remuneration linked to the performance of underlying equity interests, provided the payment mechanics allow for delayed settlement and conditionality.By contrast, ordinary cash bonuses and in-kind benefits are generally not compatible with a holding-period concept because they are typically settled upon grant or delivery. Nevertheless, similar effects can usually be achieved through deferral mechanisms or clearly drafted clawback/repayment provision.As such, retention-type constraints make incentives less attractive and potentially less efficient, they are not that prevalent in practice, but not completely unencountered.

8. How prevalent malus and clawback provisions are and both generally and by reference to specific sectors?

While the Romanian legal framework does not specifically mandate malus and clawback provisions in employee incentive plans, in practice, share-based plans generally provide that options or shares may be forfeited or redeemed in certain scenarios, such as termination of employment, with different treatment for good versus bad leavers or failure to meet performance conditions. The plan structure should define situations that can lead to loss of options or equity interests acquired, distinguishing between good versus bad leaver scenarios.Malus and clawback provisions are most prevalent in regulated financial services, particularly banking and other prudentially supervised institutions. They are also more common among Romanian companies listed on a regulated market, given the requirement to have a formal remuneration policy for managers, which in practice often includes clawback-type mechanisms. In most other, non-regulated industries, these clauses are also common.

9. What are the tax and social security consequences for participants in an incentive plan including: (i) on grant; (ii) on vesting; (iii) on exercise; (iv) on the acquisition, holding and/or disposal of any underlying shares or securities; and (v) in connection with any loans offered to participants (either by the company operating the incentive plan, the employer of the participant (if different) or a third party) as part of the incentive plan.

(i) on grant;For a Romanian tax-qualified SOP, no tax consequences arise for the participants on grant. For non-qualifying incentive plans, grant is usually still non-taxable unless the participant receives an immediately usable economic benefit at grant, in which case it is typically treated as employment income (income tax and social security contributions being thus owed).(ii) on vesting;For a tax-qualified SOP, vesting alone does not typically trigger taxation for participants. For non-qualifying equity incentive plans or cash-settled virtual/phantom plans, vesting often triggers a taxable employment benefit, as vesting usually coincides with (or is closely connected to) the point at which the participant becomes unconditionally entitled to value. The amounts are generally subject to income tax and social security contributions.(iii) on exercise;For a tax-qualified SOP, exercise does not generally trigger taxation for participants. For non-qualifying equity incentive plans, the spread/value obtained on exercise (represented usually by the difference between the market value and the discounted exercise price), is typically treated as employment income, and taxed accordingly.(iv) on the acquisition, holding and/or disposal of any underlying shares or securities; andOnce shares are acquired, dividends received are taxed by applying a tax rate of 16% on the gross value of the paid dividends and may also trigger health insurance contribution of 10% applied to a taxable base capped at 6, 12 or 24 minimum gross monthly salaries.Any gain realised at the moment of the sale/transfer of shares is taxed at the time of disposal by applying a tax rate of 16% on the gain, determined as difference between the sale price and the discounted exercise price. Similarly, 10% health insurance contribution may also apply to a taxable base capped at 6, 12 or 24 minimum gross monthly salaries.(v) in connection with any loans offered to participants (either by the company operating the incentive plan, the employer of the participant (if different) or a third party) as part of the incentive plan.Although it is not common practice in Romania to include beneficiary financing in incentive plans, if the plan includes employer (or group/third-party) financing on below-market terms (e.g., interest-free/preferential loans) or non-repayable loans, the advantage might be deemed employment-related income, subject to income tax and social contributions through payroll.

10. What are the tax and social security consequences for companies operating an incentive plan? (i) on grant; (ii) on vesting; (iii) on exercise; (iv) on the acquisition, holding and/or disposal of any underlying shares or securities; (v) in connection with any loans offered to participants (either by the company operating the incentive plan, the employer of the participant (if different) or a third party) as part of the incentive plan.

(i) on grant; For a Romanian tax-qualified SOP, no tax consequences arise for the company on grant. For non-qualifying arrangements, there are typically no tax consequences triggered unless a measurable, immediately available economic benefit is effectively transferred at that point. (ii) on vesting; Under a tax-qualified SOP, vesting alone does not typically trigger tax consequences for the company. For non-qualifying equity incentive plans or cash-settled virtual/phantom plans, vesting often coincides with (or is closely connected to) the point at which the participant becomes unconditionally entitled to value, which may trigger taxation under the regular employment-income regime, with the standard employer payroll compliance. (iii) on exercise; For a tax-qualified SOP, exercise does not generally trigger taxation for the company. For non-qualifying equity incentive plans, the spread/value obtained on exercise (represented usually by the difference between the market value and the discounted exercise price) is typically treated as salary income, with the standard employer payroll compliance. (iv) on the acquisition, holding and/or disposal of any underlying shares or securities; Once participants hold shares, the company’s primary ongoing obligation is to withhold and remit dividend tax on any dividends it pays (with the withholding rate of 16%). Gains realised by participants on the sale of shares are generally taxed under the investment-income regime, therefore there will be typically no tax consequences for the company. (v) in connection with any loans offered to participants (either by the company operating the incentive plan, the employer of the participant (if different) or a third party) as part of the incentive plan. If the company (or another group entity/third party) grants loans to the beneficiaries of the incentive plans on below-market terms, the interest advantage may be treated as an employment-related benefit, subject to taxation under Romanian tax legislation. If the loan is written off or non-repayable, the amount is typically treated as salary-type remuneration with standard payroll implications. Separately, expenses recorded at the company level in connection with implementing a tax-qualified SOP (including costs relating to the granting of equity interests) are generally deductible for Romanian corporate income tax purposes, provided they are properly supported and accounted for.

11. What are the reporting/notification/filing requirements applicable to an incentive plan?

i) Notification requirements. The Romanian law does not require a dedicated regulatory notification or approval of SOPs or similar incentive plans. In practice, compliance is driven mainly by tax/payroll reporting and corporate-law filings.ii) Reporting requirements. Under a Romanian tax-qualified SOP, the employer must report the plan benefit to the tax authorities, typically valued at exercise as the difference between the exercise price (including zero, if applicable) and the market value of the shares, and must record the related plan expenses and benefits in the company’s books. Upon sale, participants must declare and pay tax (and potentially health insurance contribution) on the realised gain. Incentive plans that do not meet the tax qualifying criteria may trigger additional payroll withholding and reporting obligations, as the benefit is more likely to be treated as employment income. Once shares are acquired under any share plan, dividend distributions generally create further tax reporting obligations both for the company and the participants.iii) Filing requirements. If implementation of the incentive plan requires share capital increases, issuance of new shares, or share buybacks/distributions, the company must observe the corporate approvals and, where applicable, register changes with the Romanian Trade Registry and maintain statutory corporate records.

12. Do participants in incentive plans have a right to compensation for loss of their awards when their employment terminates? Does the reason for the termination matter?

In Romania, participants do not generally have a statutory right to compensation for the loss of unvested or unexercised awards merely because their employment terminates. The Romanian legislation does not expressly regulate a right to compensation in relation to share-based incentives (including SOP) upon termination of employment, but is typically governed by the plan rules and documentation. Plan documentation commonly includes provisions per which certain termination events can lead to the loss of options or even equity interests already acquired (through good-leaver/bad-leaver mechanics or similar clauses).The reason for termination can matter materially, but only to the extent the plan differentiates outcomes by termination scenario (e.g., resignation vs. redundancy vs. dismissal for cause), including rules on forfeiture, pro-rating, accelerated vesting, by way of exception, or continued exercisability after termination.

13. Do any data protection requirements apply to the operation of an incentive plan?

There are no special protection regulations that apply to incentive plans (including SOP). The general European General Data Protection Regulation and related national regulations on data protection apply to the processing of all categories of data in such situations, such as the following employee data:

▸Identification data (name and surname, date of birth);

▸Contact data (home/residence address, email, telephone number);

▸Professional data (position held in the company, date of employment, length of service, salary, professional performance, to the extent such are relevant/influence the granting of incentives);

▸Financial data (bank account, details of shares held within the incentive plan).The employer needs to inform employees about the processing of the above data, for the purpose of granting benefits under the incentive plan, and ensure that such processing purpose is included in all relevant internal policies (e.g., privacy policy, retention policy).

14. Are there any corporate governance guidelines that apply to the operation of incentive plans?

General companies (non-regulated). Romanian law does not set out a comprehensive corporate governance framework designated for incentive plans. The Fiscal Code is the only legal anchor which sets the main conditions that must be met for a stock option plan to benefit from favourable tax treatment. In practice, governance is primarily driven by (i) the company’s internal corporate documents and approvals and (ii) general company-law mechanisms for issuing or transferring of shares. The Companies Law only addresses incentive-plan mechanisms indirectly, typically through rules on share issuances/transfers/buyback (where applicable).ii) Regulated sectors. In regulated sectors, incentive plans are typically subject to additional supervisory and sector-specific remuneration requirements, which entail stronger governance around risk alignment, eligibility, deferral/vesting mechanism, and documentation, together with more formal oversight and, in many cases, enhanced internal controls and disclosure practices.

15. Are there any prospectus or securities law requirements that apply to the operation of incentive plans?

There are no prospectus or securities-law requirements that apply to the operation of incentive plans implemented by companies that do not operate on a regulated market. By contrast, companies active on regulated markets (e.g., financial sector) are subject to more prescriptive capital-markets and sector-specific rules on variable and share-based remuneration for managers. The managers’ remuneration policy must set out the key terms for variable and share-based pay, including performance criteria, any deferral and clawback features, the periods during which share awards may be granted, and post-award lock-up restrictions. In addition, the company must publish a clear remuneration report summarising all remuneration and benefits granted or due to each manager for the prior financial year.

16. Do any specialist regulatory regimes apply to incentive plans?

The Fiscal Code provides the only legal anchor which sets out the main criteria that must be met by a stock option plan to benefit from tax incentives. This represents the main specialist regulatory regime applicable to employee incentive plans in Romania, focusing on the tax treatment of qualifying plans.As mentioned at Question 15, for companies operating in regulated sectors such as financial services, additional regulatory requirements may apply regarding remuneration policies and variable compensation, including employee share plans, particularly for material risk takers and senior management.

17. Are there any exchange control restrictions that affect the operation of incentive plans?

In Romania, incentive plans are not, as a rule, constrained by exchange control restrictions. However, in case an incentive plan involves high-risk jurisdictions, an assessment should be performed to ensure that no specific restrictions apply.

18. What is the formal process for granting awards under an incentive plan?

Although Romanian legislation does not set out a single formal procedure for share-based incentives (including SOPs), implementation is typically governed by the Fiscal Code, the Companies Law, and applicable labour-law and non-discrimination rules, with additional capital-markets requirements where the company operates on a regulated market. In practice, companies usually (i) prepare the plan and the relevant documents aligned with Romanian tax and legal requirements, (ii) adopt the necessary corporate resolutions approving the plan, and (iii) manage the exercise stage, including the issuance/transfer of shares and the registration of new shareholders with the competent authorities (as applicable).

19. Can an overseas corporation operate an incentive plan?

An overseas corporation can operate an incentive plan for its Romanian employees or for the employees of its Romanian affiliated entities.

20. Can an overseas employee participate in an incentive plan?

An overseas employee can participate in an incentive plan implemented by a Romanian company, as Romanian law does not impose a general prohibition on granting awards to non-residents. On the contrary, even for a tax-qualified SOP, Romanian tax legislation allows the plan to cover not only the employees of the company implementing the plan, but also the employees of its affiliated companies, without distinguishing between resident and non-resident affiliates.

21. How are share options or awards held by an internationally mobile employee taxed?

The taxation of share options/awards held by an internationally mobile employee mainly depends on whether the award is taxed as employment income or as investment income, and the employee’s tax residence status. Other specific circumstances, as well as the applicability of double taxation treaties and/or the European legislation in the field of social security or agreements on social security systems to which Romania is a party, need to be considered as well. Taxation of share options/awards held by an internationally mobile employee needs to be therefore assessed on a case-by-case basis.

22. How are cash-based incentives held by an internationally mobile employee taxed?

Cash-based incentives (e.g., annual bonuses, retention payments, long-term cash plans) are treated in Romania, in principle, as employment income. For an internationally mobile employee, the Romanian tax outcome is driven mainly by the employee’s tax residence status and work location. The same principles apply to cash-based incentives as to the incentive plans presented at Question 21.

23. What trends in incentive plan design have you observed over the last 12 months?

In Romania, companies increasingly favour incentive structures that can benefit from preferential tax treatment. However, the current legal framework remains relatively rigid and fragmented: only certain structures are clearly recognised and predictable from a tax perspective, while modern alternatives (such as RSUs, phantom or virtual equity) may create uncertainty and additional implementation and reporting burdens. From a policy standpoint, the framework would benefit from targeted modernisation (i.e., greater flexibility for equity compensation, clearer rules on valuation and taxing points, and a calibrated extension of tax incentives to contemporary long-term remuneration formats) so that talent retention and investment competitiveness can be supported without increasing controversy or enforcement risk.

24. What are the current developments and proposals for reform that will affect the operation of incentive plans over the next 12 months?

Over the next 12 months, the Romanian incentive-plan landscape will be driven primarily by (i) 2026 tax changes affecting the net economics of equity outcomes, notably the increase of dividend tax for dividends and the higher taxation of capital gains; and (ii) ongoing corporate-law reform discussions/proposals that could influence how easily equity can be granted/transferred in practice (particularly around share-transfer formalities and capital requirements), with potential knock-on effects for equity plan implementation mechanics.

Cartels: Enforcement, Appeals & Damages Actions in the Czech Republic

Arthur Braun, Ondrej Ponistiak and Cynthia Sturmfels from bpv Braun Partners has contributed to the new GLI publication with the article on the situation in the Czech Republic in 2026.

Read the whole article HERE.

Global Legal Insights – Cartels provides analysis, insight and intelligence across 18 jurisdictions, covering:

• Overview of the law and enforcement regime relating to cartels • Overview of investigative powers

• Overview of cartel enforcement activity during the last 12 months • Key issues in relation to enforcement policy • Key issues in relation to investigation and decision-making procedures

• Leniency/amnesty regime • Administrative settlement of cases • Third-party complaints • Civil penalties and sanctions

• Right of appeal against civil liability and penalties •

Criminal sanctions • Cooperation with other antitrust agencies • Cross-border issues • Developments in private enforcement of antitrust laws

• Reform proposals

 

 

bpv Huegel strengthens its team with three new attorneys following internal promotions

Raphael Lehner, Filip Lukacic, and Philipp Stengg are continuing their careers at bpv Huegel. They respectively specialize in corporate/M&A, public economic law, and competition and antitrust law.

25 March 2026. Raphael Lehner (30), Filip Lukacic (31), and Philipp Stengg (32) start as attorneys at law at bpv Huegel. All three have already acquired in-depth expertise in strategically important practice areas at bpv Huegel and work in the Corporate/M&A, Public Economic Law, and Competition and Antitrust Law practice groups.

“We are delighted to welcome three outstanding colleagues from within our own ranks to our team of attorneys. Their professional expertise and dedication exemplify our values and will significantly strengthen our firm,” says Elke Napokoj, Partner and Co-Head of Corporate/M&A at bpv Huegel.

Corporate/M&A
Raphael Lehner, LL.B (WU), LL.B (WU), is a member of the Corporate/M&A practice group. He has gained extensive transaction experience at bpv Huegel as well as during two and a half years at specialized Vienna-based law firms, particularly in the areas of Corporate/M&A, Private Equity, Litigation, and Real Estate Law. He has been part of the Corporate/M&A practice group at bpv Huegel since October 2024. He completed his degree in Business Law at the Vienna University of Economics and Business in 2020.

Public Economic Law
Mag. Filip Lukacic is a member of the Public Economic Law practice group. He studied Law at the University of Vienna (Mag. iur. 2019) and, during his studies, worked inter alia as a student assistant at bpv Huegel and as a research assistant at the Institute for Constitutional and Administrative Law at the University of Vienna. Following two years at the Federal Administrative Court, and a subsequent nine-month secondment to the regulatory department of an electricity and gas distribution network operator, he has been part of Christian F. Schneider’s team since 2022.

Competition and Antitrust Law
Mag. Philipp Stengg, LL.M., LL.M., is a member of the Competition and Antitrust practice group. He has extensive experience in merger control as well as in all areas of traditional antitrust law, with a particular focus on advising in cartel proceedings. In addition, he is regularly engaged in academic work on antitrust matters, particularly in the fields of cartel law and abuse of dominance. His professional experience includes positions at JKU Linz, the Austrian Federal Chancellery, and a renowned Vienna-based law firm before joining bpv Huegel.

Press release

Next high-profile partner hire at bpv Huegel: Sabine Fehringer and team strengthen the IP/IT, Data Protection and Digitalisation practice group

Sabine Fehringer brings decades of experience in IP/IT, technology transfer, research & development, life sciences, unfair competition law, as well as telecommunications and e-commerce law. With her arrival, the IP/IT/Data Protection practice group further consolidates its strong market position. bpv Huegel continues on its strong growth trajectory.

05 March 2026. As of March 2026, Sabine Fehringer joins bpv Huegel as a partner in the firm’s IP/IT, Data Protection and Digitalisation practice group. She joins the firm together with her established team, further expanding the practice. Stefan Panic joins as Counsel and Elisabeth Bernegger as Associate.

With Sabine Fehringer, the firm gains a highly regarded specialist with extensive transactional experience and an outstanding international profile, joining from DLA Piper. Her clients include numerous industrial and commercial companies as well as research institutions and universities. Stefan Panic is a recognised expert with extensive experience in strategically significant IT, technology transfer, data protection, telecommunications, digitalisation, AI and cybersecurity projects, advising clients across industries on complex matters.

With the addition of Sabine Fehringer and her team, bpv Huegel strengthens a key advisory area that is becoming increasingly strategic due to market-changing developments in new technologies, artificial intelligence and digitalisation, growing regulatory requirements, new IT compliance obligations and cyber risks, particularly in connection with the implementation of IT projects.

Sonja Dürager, Head of the practice group at bpv Huegel, commented:
“Sabine brings tremendous experience, an international outlook and extensive transactional and project expertise. She is both a professional and strategic asset to our team. We very much look forward to working together.”

Sabine Fehringer added: “bpv Huegel combines outstanding quality standards with exceptional personal commitment. These values, together with the team’s strong focus on IT and technology projects and the firm’s particular transactional strength in the TMT sector, provide the ideal environment to deliver excellent advice to my clients.”

Sabine Fehringer is also a sworn translator for the English language. She has an extensive international academic background (Mag. iur., University of Vienna; Mag. rer. soc. oec., Vienna University of Economics and Business Administration; Master of Laws, London School of Economics and Business Administration). She has been admitted to the Austrian Bar since 1996 and is the author of numerous professional publications.

Prior to joining bpv Huegel, she worked at several leading international law firms, most recently for nearly 16 years as a partner and head of the Intellectual Property & Technology practice at DLA Piper in Vienna.

Photo (from left): Sabine Fehringer, Stefan Panic and Elisabeth Bernegger
Copyright: bpv Hügel

Press release

bpv Huegel appoints Roland Juill as partner

Further strengthening of transaction advisory services at the intersections of corporate, M&A, and capital markets law. 

Vienna, 27 February 2026. bpv Huegel announces the appointment of Roland Juill as partner. With this move, the law firm is further expanding its expertise in transaction consulting at the intersections of corporate, M&A and capital markets law.

In recent years, Roland Juill has shaped and been responsible for groundbreaking transactions in these areas at the law firm. These transactions attracted particular attention in the market due to their innovative and, in many cases, first-to-market structures.

His appointment as partner underlines his outstanding expertise and his ability to combine economic and legal aspects into integrated solutions. Clients appreciate his clear focus on the essentials and his ability to develop sustainable strategies under considerable time pressure.

“With Roland Juill joining our team of partners, bpv Huegel is consistently focusing on growth and specialization in the transaction sector,” says Christoph Nauer, Co-Managing Partner at bpv Huegel. “Roland Juill began his career as an associate in our team. His professional expertise, economic insight, and dedication are impressive. It’s great to have him on board as an excellent team player and partner,” emphasizes Christoph Nauer.

Roland Juill remarks: “Becoming a partner at bpv Huegel is a special honor. Since I began my professional career at this law firm, this is an exceptional milestone for me. I look forward to successfully executing further challenging transactions for our clients and actively shaping the development of the firm.” 

Roland Juill has been named a “Rising Star” in capital markets and corporate/M&A in the IFLR1000 Central and Eastern Europe Lawyer Ranking and is listed as “Highly Regarded” in the International Tax Review (World Tax).

Roland Juill studied law at the University of Vienna and joined bpv Huegel as an associate in 2014. He was certified as a lawyer in Austria in 2018 and advises clients in German and English.

Press release

bpv Huegel secured Austrian merger-control approval in complex proceedings for Wabtec to acquire Dellner Couplers

Third unconditional clearance in Austria following in-depth Phase II merger control review.

18 February 2026. The competition practice of bpv Huegel secured a major success for Westinghouse Air Brake Technologies Corp (Wabtec) to obtain unconditional merger-control approval before the Austrian Supreme Court for the acquisition of Dellner Couplers. Wabtec has internationally been represented by Jones Day.

The completion of the acquisition was announced by Wabtec on 11 February 2026.

The Austrian Federal Competition Authority (Bundeswettbewerbsbehörde – BWB) and the Federal Cartel Prosecutor (Bundeskartellanwalt – together with the BWB the Official Parties) feared considerable reduction in horizontal competition partly attributable to high market shares of the involved companies. The Official Parties requested an in-depth Phase II review by the Austrian Cartel Court, which approved the merger. Following an appeal by the Official Parties, the case was finally cleared in favor of Wabtec by the Austrian Supreme Court.

Dellner Couplers is a Sweden-based highly engineered safety-critical train connection systems producer for passenger rail rolling stock. It has a global installed base of approximately 100,000 couplers and an extensive offering in train connection systems, with production, assembly and aftermarket services’ facilities in 13 countries serving over 200 customers. (www.dellner.com)

Wabtec (listed NYSE: WAB) is focused on creating transportation solutions that move and improve the world. The Company is a leading global provider of equipment, systems, digital solutions and value-added services for the freight and transit rail industries, as well as the mining, marine and industrial markets. Wabtec has been a leader in the rail industry for over 155 years and has a vision to achieve an efficient rail system in the U.S. and worldwide. (www.wabteccorp.com).

The team of bpv Huegel led by Florian Neumayr, included Sebastian Reiter and Stefan Holzweber as senior members of bpv Huegel’s competition practice.

“In Austria, this is only the third merger control approval without remedies in Phase II (unconditional clearance), two of which were successfully obtained by bpv Huegel for our clients,” comments Florian Neumayr, Co-managing Partner at bpv Huegel.

Press release

bpv Huegel advises ams-OSRAM on the sale of part of its sensor business to Infineon

ams-OSRAM sells its non-optical analog/mixed-signal sensor business for automotive, industrial, and medical applications to Infineon for EUR 570 million. 

16 February 2026. bpv Huegel advised ams-OSRAM AG on Austrian law in connection with the sale of its non-optical sensor business to Infineon Technologies AG.

The transaction covers the non-optical analog/mixed-signal sensor business for automotive, industrial, and medical markets. The portfolio sold generated annual revenues of around EUR 220 million and adj. EBITDA of EUR 60 million in 2025. Around 230 employees will transfer to Infineon.

The transaction is subject to customary regulatory clearance, including merger control approvals, and is expected to be completed in the second quarter of 2026.

A cross-practice team at bpv Huegel led by Christoph Nauer (partner, Corporate/M&A, Capital Markets) advised ams-OSRAM on the transaction. The team included Johannes Mitterecker (Corporate/M&A), Paul Pfeifenberger (Employment), Nicolas Wolski (Tax), Christian Schneider (Public Law), Sonja Dürager (IP), Patrick Nutz-Fallheier (Corporate/M&A, Capital Markets), Filip Lukacic (Public Law), and Daniel Maurer (Corporate/M&A).

Legal advice to ams-OSRAM was provided in cooperation with Linklaters LLP as transaction counsel.

The ams OSRAM Group (SIX: AMS) is a global leader in innovative lighting and sensor solutions. Around 19,700 employees worldwide focus on pioneering innovations related to societal megatrends such as digitalization, smart living and sustainability. The Group, headquartered in Premstätten/Graz (Austria) and with a co-headquarters in Munich (Germany), generated revenues of EUR 3.4 billion in 2024 and is listed on the SIX Swiss Exchange as ams‑OSRAM AG (ISIN: AT0000A3EPA4).

Infineon is a leading global provider of semiconductor solutions for power systems and IoT. Founded in 1999, the company is headquartered in Neubiberg (Munich district) and generated revenue of around EUR 14.7 billion in fiscal year 2025 with approximately 57,000 employees. Infineon is listed on the Frankfurt Stock Exchange and in the US on the OTCQX International over-the-counter market.

Press release

bpv Huegel and Heuking advise Odewald KMU and HiOffice Group on the acquisition of Morawitz Consulting

04 February 2026. bpv Huegel has provided comprehensive legal and tax advice to the German investment company Odewald KMU and its portfolio company HiOffice Group in connection with the acquisition of Morawitz Consulting GmbH. Completion of the transaction took place at the end of January.

Thomas Lettau led the bpv Huegel team, which advised the buy-side together with Heuking on all legal and tax aspects of the transaction. This included conducting legal and tax due diligence, structuring the transaction, and preparing, negotiating and implementing the transaction documentation. Advice was also provided on transaction financing.

With the acquisition of Morawitz Consulting, the HiOffice Group is strengthening its position as a comprehensive provider of technology- and AI-supported end-to-end solutions in recruitment process outsourcing. The transaction represents a further step in HiOffice Group’s buy-and-build strategy.

bpv Huegel team: Thomas Lettau (Corporate/M&A), Nicolas Wolski (Tax), Johannes Mitterecker (Corporate/M&A), Kornelia Wittmann (Tax), Ingo Braun (Finance & Regulatory), Paul Pfeifenberger (Real Estate), Walter Niedermüller (Employment Law), Tim Pasternak (Corporate/M&A) and Laurenz Kainrath (Corporate/M&A).

Press release

 

 

Foreign Direct Investment (FDI) | Legal Landscapes: Romania

Our colleagues Cătălin Grigorescu, Cristina de Jonge and Denisa Kopandi have contributed to the latest edition of the Legal 500: Foreign Direct Investment Country Comparative Guide. Their comprehensive analysis below provides an in-depth look at the evolving regulatory requirements within our jurisdiction.

1. What is the current legal landscape for Foreign Direct Investment Law in your jurisdiction?

Romania’s Foreign Direct Investment (“FDI”) screening regime is, at present, one of the most expansive and intricate in Central and Eastern Europe. The mechanics of the regime are straightforward in theory, but complex in practice. The legal foundation rests in the Government Emergency Ordinance no. 46/2022 (“GEO 46/2022”) and the related secondary legislation, which is establishing the framework for screening by the Foreign Direct Investment Screening Commission (“CEISD”) of foreign (non – EU) direct investments, EU and domestic investments, as well as new investments, that are deemed likely to affect security or public order.

As a rule, investments subject to examination and notification to CEISD are those (i) concerning the sensitive activity sectors provided by the Supreme Council of National Defence (“CSAT”) Decision no. 73/2012 (“CSAT Decision 73/2012”) and (ii) whose value exceeds the threshold of 2 million euros, these two conditions to be cumulatively met. The CEISD is the inter-institutional body subordinated to the Romanian Government responsible for examining investments, whose secretarial function is currently ensured by the Competition Council, the latter issuing also the authorisation decisions for the investments examined by CEISD and applying sanctions for failure to obtain authorisation for the investments. The investment rejection decision and the conditional authorisation decisions are currently issued by the Romanian Government, considering the opinion of CSAT.

Type of investments subject to FDI screening

Foreign (non-EU) direct investments, EU investments since December 2023, domestic investments, as clarified in December 2024, and new investments are all subject to FDI screening in Romania.

Crucially, the law expressly provides that EU investors subject to screening include Romanian entities and citizens who have realised or intend to realise an investment in Romania. Thus, the regime also applies fully to purely domestic transactions in which both the buyer and the seller are Romanian entities or individuals.

Although not always predictable for investors, new investments by foreign, EU, or domestic investors are also subject to FDI screening. A new investment is an investment in tangible and intangible assets related to starting the activity of a new company (i.e. the creation of a new site for carrying out the activity for which funding is requested, technologically independent from other existing units), expanding the capacity of an existing company (i.e. increasing the production capacity at the existing site due to unmet demand), diversifying the production of an company through products that were not previously manufactured (i.e. obtaining products or services that were not previously produced in that unit), or a fundamental change in the overall production process of an existing company.

Investments related to internal reorganisations or restructuring are also subject to FDI screening in Romania.

Conditions to be fulfilled by the investment to be subject to the FDI screening in Romania

► The sectoral trigger: what counts as “sensitive”?

The sensitive sectors enumerated in the CSAT Decision 73/2012 are very broad, encompassing security of individuals and communities, border security, energy and transport security, security of supply systems for vital resources, critical infrastructure security, IT and communications systems security, financial, tax, banking and insurance activities security, production and distribution of weapons, ammunition, explosives and toxic substances, industrial security, disaster protection, protection of agriculture and the environment, and protection of state-owned companies’ privatisation or management teams.

In practice, this has led to a wide coverage of the FDI screening in Romania. The CEISD practice reveals, for example, investment screening being applied to the manufacturing of business footwear for men and women, no dual-use involved, under industrial security or meat production and distribution. Tourism activities have been screened, specifically the provision of business-to-business services, including hotel reservations, transfer bookings, car rental reservations, and group travel arrangements exclusively offered to travel agencies. Medical laboratory services have been scrutinised under the security of individuals and communities. Development and operation of a cloud platform designed to simplify data collection and automate workflow processes, including tools for creating and managing online forms, surveys and questionnaires, have been examined under the security of IT and communication systems. Ownership and operation of a business park have fallen under real estate development subject to security review.

Moreover, there are special provisions for the media and telecommunications sector regarding the applicability of the FDI screening. Investments in companies holding audio-visual licences or issuing publications with an average circulation of at least 5,000 printed copies per day during the previous calendar year, or operating web portals with a minimum of 10,000 views per month are subject to notification under the FDI regime regardless of whether the target group has a local entity, and such transactions undergo a public consultation process lasting at least 30 calendar days.

► The investment value threshold: how should it be calculated?

Guidance on the method of calculating the value of the investment relevant for the assessment on whether the condition regarding the 2-million-euros threshold is met was given by the Competition Council’s Guidelines dated 30th of July 2025 (“Guidelines”).

The value of the investment represents the value of the funds made available by the investor, consisting of all considerations that have been or will be provided, directly or indirectly, in the context of the investment, including payments through cashless payment instruments, assets, shares, transfers of ownership, debt relief, compensation, services, or other in-kind considerations.

The Guidelines also provide certain rules for the calculation of the value of the investment based on the type of investment, the type of consideration from the investor and the stages of the investment. For example, where no price is paid, it is determined as the market value of the shareholdings or of the acquired assets established based on the acquirer’s own assessment, using market, accounting, or tax values, in that order, depending on the availability of each value, or based on valuation reports. If the transaction involves the conversion of a participation in equity interest previously acquired, the consideration includes the amount initially paid by the investor plus any other considerations related to the conversion. If the investment is made in multiple stages, the value of the investment is determined by cumulating the value of each stage. Also, when an investment is part of a multi-jurisdictional transaction, and the price for the undertaking or assets from Romania is not separately identified, the parties’ own valuations of the relevant undertaking or assets registered or located in Romania are used. If no such allocation or valuations of the price for Romania exist, the value of the investment is deemed equal to the total value of the multi-jurisdictional transaction.

Exceptionally, foreign direct investments that do not exceed the threshold of 2 million euros may still be subject to screening and approval by the CEISD if, by their nature or potential effects, they may impact public security or order or pose risks to them.

Submission of the application for FDI clearance

The application for FDI clearance must be submitted to CEISD by all foreign (non–EU), EU or Romanian investors who intend to perform investments in Romania, which meet the two cumulative conditions detailed above.

The application should be submitted based on a standard form, accompanied by the relevant evidence both in Romanian and English languages, on paper and in electronic format.

The investors must submit to CEISD together with the standard form a document or agreement that clearly confirms the intention to perform the investment and includes the essential elements of the transaction (such as the price, financing method, involved parties, and object of the investment), terms sheets or letter of intention signed by both parties being accepted.

The FDI screening fee is set at 10,000 euros, and it is due at the application submission and refunded if CEISD concludes the investment does not meet the screening criteria.

Procedural timeline: theory versus practice

The CEISD opinion to authorise, conditionally authorise or reject the investment is issued within 60 calendar days from the date the FDI clearance application is declared complete, containing all information and documents requested for the examination of the investment.

CEISD should issue the confirmation for completeness of the FDI application within 7 days as of the FDI application registration, but such confirmation does not prevent CEISD from requesting further information at any time, which will suspend the terms within the screening procedure until the requested information is provided. Unless the preliminary information is found to be inaccurate or incomplete, the application becomes complete when registered with CEISD. This “stop the clock” mechanism—where the timer freezes whenever the Commission requests additional information—means that in complex transactions, the timeline can extend significantly.

If deemed necessary, CEISD could request opinions from other authorities, which shall reply within a term of a maximum of 20 days or from the European Commission, for which no term for submitting the request or for reply is provided.

The approval opinion of CEISD shall be communicated to the Competition Council within 5 days as of its issuance, which shall issue the decision for approval of the FDI within a maximum of 10 days as of receipt of the CEISD opinion in case of EU and domestic investments or a maximum 30 days as of receipt of the CEISD opinion in case of foreign or new investments. The Competition Council must communicate its decision to the applicant within a maximum of 45 days from its issuance.

Thus, the authorisation decision shall be issued and communicated within 120 days as of the moment the FDI filing is complete for EU and domestic investments and 140 days as of the moment the FDI filing is complete for foreign and new investments. However, as mentioned before, these terms would be suspended and consequently prolonged if CEISD deem additional information is necessary for performing its examination.

In practice, the FDI clearance decisions for the unproblematic investments are issued within 2 months from the moment they are declared complete as regards EU and domestic investments (including new investments) and 3 months from the moment they are declared complete as regards foreign (including new) investments.

The deadlines are higher if CEISD initiates a detailed examination, for which no maximum deadline is provided and requests the opinion of CSAT on the investment, which shall provide it within 90 days as of its request or if CEISD issues a conditional approval opinion or a rejection opinion, in which cases the Romanian Government issues the decision for conditional approval or rejection of the investment.

Sanctions

Investors who intentionally or negligently implement an investment subject to FDI screening without obtaining authorization or an investment subject to conditional authorization without observing the conditions, or who provide inaccurate, incomplete or misleading information could be sanctioned by fine reaching up to 10% of total worldwide turnover from the last financial year and for new companies fine between 10,000,000 lei (2,000,000 euros) and 50.000.000 lei (10,000,000 euros).

Moreover, any commitments, agreements, or contractual clauses that directly or indirectly result in a foreign direct investment, an EU investment, or a new investment shall be null and void when the investment in question has not been authorised from an FDI perspective.

Volume and pattern of notifications

The regime’s practical impact is substantial: 471 notifications were filed in 2024, driven largely by “formalistic” filings for non-sensitive transactions. This volume creates an administrative burden whilst generating uncertainty for investors who cannot easily predict whether their transaction requires notification.

2. What three essential pieces of advice would you give to clients involved in Foreign Direct Investment matters?

First: Always ask the FDI question—even when the transaction looks purely domestic or purely commercial

The most important lesson from Romania’s extensive FDI landscape is: never assume that screening is irrelevant simply because there is no foreign buyer, no strategic asset, or no obvious security angle. A transaction between two Romanian companies, a greenfield investment by a Romanian entrepreneur, or a series of equipment purchases in a regulated sector may all trigger the FDI regime depending on the circumstances. Even real estate acquisitions have been deemed subject to FDI screening when meant to be used for a project falling under the sensitive sectors.

Given the absence of guidelines to define activities falling within sensitive sectors, uncertainty has created a challenging environment. The practice of the authority shows that authorisations are required for activities that would not intuitively fall within a classic national security paradigm.

The practical lesson is that FDI analysis has become a standard item on the transaction checklist in Romania, alongside merger control or sectoral permits. Budget and allocate time in your transaction timeline for screening, even in transactions that appear purely commercial or purely domestic.

Do not rely on intuition about what is “strategic” or “sensitive”—and prepare for procedural absurdities. Under the current framework, the trigger is not limited to defence, energy, or critical infrastructure in a narrow sense. Instead, it extends to broadly defined economic ecosystems: healthcare, IT, data, agriculture, transport, industrial production, and many others.

The only safe approach is performing a structured legal assessment to check if the investment is subject to FDI clearance, based on the actual activities involved, the value of the investment, and the way the transaction is structured—not on labels or assumptions.

Beyond substantive scope, investors must understand aggregation mechanics, in case of transactions implemented in several stages or successive acquisitions, which could be deemed a single investment.

Second: Structure and timing matter more than ever—leverage specialised experience

Because the FDI review timeline is not fully predictable, it is critical to map all steps of the operation from an FDI perspective, identify early whether the filing for FDI clearance is necessary, if the risk to be concluded that the investment affects the public security or order exists, and build FDI clearance into the transaction calendar and conditions precedent.

The distinction between investments that are subject to FDI screening and investments which are not is highly technical, and it is advisable to be assessed by practitioners who have real case experience with the authority and with its informal practice. Since the law is unclear and not all decisions are public, expertise as regards the views and practice of CEISD is of great importance, saving time and money whilst avoiding compliance risks.

Third: Do not undertake any measures for the implementation of the investment before obtaining FDI clearance – risk of gun jumping

In order to avoid the heavy sanctions described above, it is essential, before obtaining the FDI clearance decision, not to take any measures for the implementation of the investment, such as starting the operation of the objective, exercising the voting rights acquired for the appointment of members to the management bodies of the company, for the adoption of the company’s income and expenditure budget, for the adoption of the investment plan of the acquired company or for the adoption of the company’s business plan, the entry of the acquired undertaking into another/new market, determined by the business strategy of the investor, the exit of the acquired undertaking from the market in which it operates, a change in the business activity of the acquired undertaking, changing the name of the acquired company, restructuring, closing or dividing the acquired company, selling assets belonging to the acquired company, dismissal of employees of the acquired company, conclusion or termination of long-term contracts or other important agreements concluded with third parties or listing of the acquired company on the stock exchange.

Also, do not make payments as part of the investment before obtaining the official FDI clearance decision, even if the paid amount is just a part of the value of the investment and is under the 2-million-euros threshold.

3. What are the greatest threats and opportunities in Foreign Direct Investment law in the next 12 months?

The main threats: uncertainty and regulatory expansion

The most significant threat for the next 12 months is continued uncertainty arising from three converging elements: the breadth of the current regime which already covers a very wide range of activities, the limited transparency of decisional practice as only part of CEISD decisions is public, and the draft amending legislation released for public consultation in December 2025, signalling possible extension of the FDI screening scope to acquisitions of assets “of any kind” in certain sectors.

The draft law introduces new definitions of the sensitive domains where simple asset acquisition are deemed likely to affect security or public order, including critical and advanced technologies (artificial intelligence, robotics, semiconductors, cybersecurity, aerospace, defence, energy storage, quantum, nuclear, nanotechnologies, biotechnologies), critical infrastructure in specific domains (energy, water, transport, vital resource supply networks, health, communications, mass media, financial-banking, insurance, data processing or storage, aerospace infrastructure, defence infrastructure, land and real estate essential for functioning of the above), the pharmaceutical sector, and the defence sector and the defence industry. The proposal to extend screening to any acquisition of assets of any nature, including intangible assets such as intellectual property rights, licences, source code, data sets or certain commercial contracts, regardless of the existence of a link with a company, risks transforming FDI examination into a generally applicable instrument to all current economic operations.

If this trajectory continues without careful calibration, there is a risk that the FDI mechanism could be perceived not as a targeted security filter but as a general administrative clearance layer for large parts of the economy, increasing transaction costs, lengthening timelines, and introducing friction into ordinary investment decisions.

As per the draft law, it is deemed to result in a single investment two or more interdependent transactions that are performed during a period of one year by the same natural and/or legal person or between the same persons, if the value of each individual transaction is below the 2 million euros threshold, the FDI filling obligation arising when the cumulative value of the investments reaches the 2 million euros threshold. As a result, the FDI clearance obligation might become incident for certain investments which currently are not subject to FDI screening.

The main opportunities: maturity, clarification, digitalisation and professionalisation

Romania’s FDI system is still young. As more practice accumulates, more guidance is issued, and more dialogue takes place between authorities and the business and legal communities, there is a real chance for the regime to become more predictable, more structured, and more aligned with its core purpose: protecting genuinely strategic interests without unnecessarily burdening ordinary economic activity.

The FDI draft law also brings significant improvements to the Romanian FDI screening system.

It is to be noted that a dedicated IT application developed by the Prime Minister’s Chancellery in collaboration with the Special Telecommunications Service (“STS”) will be implemented. This represents a genuine modernisation opportunity, highly necessary in the current context, where communication with CEISD and tracking of the FDI screening procedure status is very difficult for investors and practitioners, as no dedicated communication channel is established directly with the case handlers. A digital dashboard could, in theory, allow investors to track application status in real time and see exactly where the file stands.

Also, the procedural timeline is envisaged to be reduced, resulting in real efficiency gains, provided the “stop the clock” mechanism does not negate these improvements in practice.

The screening fee would be reduced from 10,000 euros to 5,000 euros.

During the public consultation on the FDI draft amending legislation, the business environment also insisted on the increase of the 2 million euros threshold, and hopefully, this proposal will also be considered by the legislator.

Whilst these amendments are not yet in force, they are a strong indicator of the direction of authority policy: broader substantive scope, shorter theoretical timelines, enhanced digitalisation, lower screening fee and continued application to domestic investors.

4. How do you ensure high client satisfaction levels are maintained by your practice?

We always have a business-oriented approach when assessing the necessity of obtaining FDI clearance for an investment and preparing the FDI clearance application, despite extensive coverage of the FDI screening obligation in Romania.

In the Romanian FDI context, client satisfaction is primarily about speed, predictability, and practical risk management in transactions that are almost always under time pressure.

Process optimisation and technology

We have optimised our practice extensively. This allows us to rapidly screen large transaction document sets, identify relevant activities, assets and transaction steps, cross-check them against FDI requirements derived from both legislation and past cases, and prepare notifications and supporting documentation in record time without sacrificing accuracy.

Experience and pattern recognition

The Romanian FDI regime is not fully codified in terms of outcomes. Many distinctions are not specifically provided in the legal framework, but emerge from the authority’s approach in relation to the interpretation of certain sectors, the specific transaction structures, and certain fact patterns.

Having worked on a large and diverse number of FDI cases, we are able not only to advise clients on the applicable legal provisions but also to assess when a filing is genuinely necessary, when a non-filing position is defensible, and how to structure and present a case in a way that is aligned with the authority’s actual concerns and approach.

The success of an FDI clearance application in Romania is critically dependent on having substantial experience with FDI filings and the authority’s practice.

Strategic compliance

Our objective is not to turn FDI into a mechanical box-ticking exercise. Sometimes the best service to a client is to confirm that a filing is needed and manage it efficiently, but sometimes it is also to explain, with solid arguments, why a filing is not required and why a transaction can proceed without adding unnecessary regulatory layers.

In both cases, the value lies in clear, reasoned, and experience-based advice.

5. What technological advancements are reshaping Foreign Direct Investment law and how can clients benefit from them?

The authority’s side: digitalisation of the process through the STS platform

Romania is to make a major step forward by implementing a dedicated digital platform for managing business flows related to FDI filings. The IT application will be developed by the Prime Minister’s Chancellery as owner and operational administrator in collaboration with the STS, as developer and technical administrator.

This platform is a secure infrastructure developed in collaboration with STS, Romania’s specialised agency for secure government communications. In time, it should standardise submissions, reduce formal errors and back-and-forth, and improve traceability and transparency of the procedure.

STS will be empowered by the relevant institutions regarding personal data processing through the IT application, with personal data storage periods. For investors, this enhanced security means that data filed—often including extremely sensitive trade secrets, IP details and beneficial owner structures—will be stored on state-controlled secure servers rather than commercial cloud storage, addressing data leak concerns.

A digital dashboard could allow investors to track application status in real time, seeing exactly where the file stands. For investors, this will mean more procedural clarity, even if the substantive assessment remains complex.

The advisors’ side: advanced document processing and workflow optimisation

Our law firm has begun using advanced technology extensively, which helps tremendously with drafting, document processing, and delivering faster results for clients.

We implement tools to scan transaction documentation, identify activities that may fall within sensitive sectors, rapidly map ownership structures to identify ultimate beneficial owners, and prepare comprehensive application submissions that anticipate likely authority questions. This allows us to understand complex transaction structures, identify FDI-relevant elements, and prepare high-quality, coherent and well-structured filings in a fraction of the time that purely manual review would require.

This technological leverage directly translates into lower risk, better timing control, and greater overall transaction certainty for clients. In transactions where time pressure is constant and Romania lacks timeline predictability; process acceleration is transformative.

Through detailed searches from both public sources and rapid review of client documentation, we reach the point where we can complete notifications faster without sacrificing accuracy. Through automating aspects of our work, we observe patterns and can pre-emptively prevent problems before they become compliance breaches.

Practical client benefits: speed, accuracy, cost-efficiency

The combination of governmental digital infrastructure and private-sector technological adoption creates an ecosystem where compliance becomes streamlined rather than obstructive, allowing genuine focus on transactions that merit security scrutiny whilst expediting those that do not.

For clients, this means faster market entry through reduced preparation time for FDI applications, lower compliance costs through process optimisation, enhanced accuracy through consistency checks that prevent filing errors that trigger information requests, proactive risk management, and strategic advantage through understanding likely CEISD responses, allowing better negotiation positioning.

We are moving towards more efficient compliance processes, where sophisticated tools on the investor’s side can interface with the forthcoming STS platform to streamline notifications, potentially reducing routine filing preparation time. This allows our legal practice to focus not on mechanical document preparation, but on strategic advice: interpreting risk assessments, advising clients whether to restructure transactions to eliminate sensitive assets, and ensuring smooth passage through the FDI screening process.

ANNUAL FDI REPORT REGIME ROMANIA 2026

The GDPR Procedural Regulation – New Chapter in GDPR Enforcement

The Regulation (EU) 2025/2518 laying down additional procedural rules on the enforcement of Regulation (EU) 2016/679 (hereby referred to as the “Regulation”) entered into force on the 1st of January 2026, and will become effectively applicable starting from 2 April 2027. The Regulation introduces a new set of procedural rules governing the enforcement of the Regulation (EU) 2016/679 (the “GDPR“) in cases involving cross-border data processing activities.

 The GDPR establishes a system in which a single lead supervisory authority oversees cross-border processing through the “one-stop-shop” mechanism. In practice, however, this model has frequently been undermined by diverging national procedural rules, leading to delays and legal uncertainty. Against this backdrop, the new Regulation seeks to overcome these structural shortcomings by streamlining procedures and strengthening the effectiveness of cross-border enforcement.

Briefly, this Regulation is purely procedural, given that it seeks to reinforce the procedural framework for GDPR enforcement in cross-border cases, while enhancing clarity and cooperation among EU authorities when handling such matters. It is also important to note that the obligations under the GDPR, including the criteria for fines (as set out in Article 83 GDPR), remain unchanged; the Regulation solely introduces stricter deadlines, harmonised complaint requirements, and strengthened defence rights for data subjects and relevant organisations.

The key developments brought by the Regulation can be divided into three major areas, respectively:

 I. Harmonisation & Unification of the rules for the admissibility of complaints

 While, under the GDPR, the requirements for filing a complaint have so far varied significantly from one Member State to another, the new Regulation introduces certain significant novelties. In this respect, the Regulation puts an end to this fragmented approach, and establishes strict and uniform requirements for the admissibility of cross-border complaints.

For example, from now on, a complaint will only be admissible if it contains specific information, such as: (i) the complainant’s contact details; (ii) information facilitating the identification of the data controller or the data processor subject of the complaint; as well as (iii) a specific description of the alleged infringement of the GDPR’s provisions.

Why is this important in practice? The legal wording appears to set out an exhaustive list of admissibility requirements. As a result, no additional information may be requested beyond what is expressly required by the Regulation for a complaint to be considered admissible by the supervisory authority.

II. Introduction of stricter deadlines for authorities & Speeding up the processes

 Under the GDPR, there were no binding deadlines for concluding cross-border investigations, allowing cases to remain unresolved for several years. The Regulation introduces stricter deadlines for supervisory authorities and efficiency mechanisms, such as:

▸ The Early Resolution stage: Article 5 of the Regulation establishes a procedure for early resolution of complaints related to cross-border data processing under the GDPR, specifically when the complaint concerns data subject rights, in accordance with Chapter III of the GDPR. In essence, Article 5 allows supervisory authorities to close cross-border complaints quickly when the issue has already been remedied, while preserving the complainant’s right to object and the authorities’ enforcement powers.
▸ New deadline for issuing decisions: the lead supervisory authority (”LSA”) must, in principle, submit a draft decision within 15 months of confirmation of its competence, under the provisions of Article 60 (3) GDPR. This period may be extended only once, for a maximum period of 12 months, and in exceptional cases.
▸ The “Anti-Bureaucracy” Clause: in cases where the LSA can form a preliminary view on the main issues in an investigation, which does not raise reasonable doubts, the LSA may resort to the Simple Cooperation Procedure, as set out in Article 6 of the Regulation, to streamline the process.

Failure to comply with the deadlines set out by the Regulation does not, in itself, invalidate procedural steps or final decisions. However, observance of these time limits could be relevant in assessing whether a supervisory authority has failed to act in handling a complaint, which may entitle the entitled parties to seek an effective judicial remedy under Article 78 GDPR.

III. Strengthening the rights of defence

The Regulation significantly strengthens procedural guarantees for controllers and processors under investigation, by establishing the so-called “right to be heard”. Thus, the focus is on the right to be heard before a final decision is made; thus, a decision issued by an LSA seems to be now more precisely “scratched“, as follows:

▸ Outlining Preliminary findings: in case the LSA intends to establish an infringement, it must first draw up “preliminary findings” concerning the respective infringement. This document must contain all the facts, evidence, and legal assessment, as well as the corrective measures (such as fines) that are being considered (Article 19 of the Regulation).
▸ Exercising the right to be heard: after notification of the preliminary findings, the party under investigation is given a minimum of three and a maximum of six weeks to respond in writing (Article 20 of the Regulation).
▸ Adoption of the final decision: if, after the draft decision is shared under Article 60(3) GDPR, no supervisory authority raises an objection within the applicable time limits provided by the Regulation, the LSA must, within one month: (i) adopt the final decision under Article 60(7) or Article 60(9) GDPR; and (ii) notify that decision to the controller’s or processor’s main or single establishment, as applicable. (Article 21 of the Regulation)
▸ Right to access the administrative file: parties under investigation are now expressly granted the right to access the administrative file, subject to the protection of trade secrets and confidential information and the right to receive preliminary findings setting out the alleged infringements and the corrective measure the LSA considers using (Article 24 of the Regulation). The administrative file includes all documents and evidence gathered by the lead and concerned supervisory authorities, whether inculpatory or exculpatory. It excludes internal communications within a supervisory authority.

 Conclusion

The Regulation marks a new step in the evolution and strengthening of GDPR enforcement, further refining how the GDPR is applied in practice, from a procedural point of view. While it enhances legal certainty for organisations, it also requires increased legal agility due to stricter and shorter deadlines for responding to allegations.

Having said that, the Regulation replaces fragmented national rules with a unified, time-bound framework, ensuring more efficient, predictable, and transparent GDPR enforcement across the entire European Union.