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31 July 2025
newsletter
romania

It's official: Romania has secondary FDI legislation

The end of July brings much-anticipated news, as the FDI Guidelines were published on 30 July and have now entered into force. We previously examined the draft Guidelines proposed by the authority back in February (see here) and are now analysing the changes introduced by lawmakers in the final version that are particularly relevant for practitioners.

What remains unchanged

The extensive scope of covered investments has remained unchanged. This likely reflects the standing of policymakers in the current geopolitical context.

Changes in control or effective participation in the management of the target trigger a filing obligation. The concept of control remains unchanged and follows the definition under competition law (aligned with the EU Merger Regulation). However, there is still no clear definition of what constitutes participation in the management of the target. In the authority's practice to date, the ability to appoint executives who may have access to commercially sensitive information has been considered sufficient to establish nexus.

Likewise, the authority will continue to accept filings based on signed MoUs or LoIs, provided they include at least details on the parties, the scope of the investment, pricing and funding.

Changes and clarifications to the investment value

The Guidelines include several welcome clarifications on the determination of the investment value, relevant for the de minimis threshold of EUR 2m, summarised below:

Share deals

Initial definition of the investment value: Price paid for the shares and/or additional capital brought by the investor to the target company

Changes and clarifications: None

 

Share capital increases, share capital contributions or debt-to-capital conversions

Initial definition of the investment value: Value of the entire contribution (including any initial contribution, follow-on contributions already known and applicable premiums)

Changes and clarifications: It is now clarified that this applies only to the entry of new shareholders or changes of control or management

 

In-kind (non-cash) investments

Initial definition of the investment value: Fair market value, evaluation made by the investor

Changes and clarifications: In addition to fair market value, the accounting (book) value or the value used for tax purposes can be factored in (in this sequence). Valuation reports can be used

 

Loans / financing by the investor

Initial definition of the investment value: Principal and interest

Changes and clarifications: Loans / credit facilities provided by financial institutions in the ordinary course of business are out of scope, provided the lender does not gain decision-making or control rights over the borrower

 

Multi-step transactions

Initial definition of the investment value: Cumulative value of all prior acquisitions or contributions until a filing is triggered

Changes and clarifications: None

 

Multi-jurisdictional deals

Initial definition of the investment value: If a specific local deal value (price) is not allocated for the Romanian undertaking or assets, the valuation provided by the parties will be factored in; otherwise, the global deal value will apply

Changes and clarifications: The global deal value applies if the parties do not allocate or do not provide their evaluation for the Romanian undertaking or assets

 

Publicly traded securities

Initial definition of the investment value: Investment value determined based on the stock exchange price the day prior to submitting the filing (or the latest publicly traded price)

Changes and clarifications: None

 

More legal certainty

In practice, determining the investment value has proven to be a thorny issue. The Guidelines are a welcome step toward greater legal certainty and help safely exclude certain routine, day-to-day transactions, such as financing provided by professional lenders.

author: Georgiana Bădescu, Cristiana Manea, Mihaela Anghel