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The Romanian Company Law no. 31/1990 has been amended through the recent Law no. 299/2024 to better align with technological developments and the evolving needs of the business landscape. Notably, a key update is enabling remote (online) attendance and electronic voting in general shareholder meetings, among other relevant revisions.

Dentons has advised CEC Bank on a EUR 300 million issuance of eligible senior non-preferential securities, intended to be classified as MREL-eligible instruments. Clifford Chance advised joint bookrunners and co-arrangers Erste Group Bank and ING Bank and co-manager BT Capital Partners.

Recent legislative developments in Romania, such as the Methodology for Preventing and Combating Harassment Based on Gender and Moral Harassment in the Workplace (October 12, 2023) and the ratification of Convention No. 190/2019 on Violence and Harassment in the World of Work, have created a robust framework to address workplace harassment. These changes reflect an international push for safer, more inclusive work environments, but their implementation raises questions about practical challenges and long-term impact.

Greenberg Traurig and Filip & Company have advised Polish chemical group Qemetica on its acquisition of PPG's precipitated silica business for approximately PLN 1.2 billion (USD 310 million). Hogan Lovells advised PPG.

On November 7, 2024, M&A experts from Austria, Bosnia & Herzegovina, Croatia, Greece, Hungary, Moldova, Romania, and Ukraine participated in a virtual round table moderated by CEE Legal Matters Managing Editor Radu Cotarcea to discuss the FDI screening regimes in their country and key developments in the area on the horizon.

The UK government recently unveiled guidance on a major update to its corporate fraud laws: the “failure to prevent fraud” offence, introduced through the 2023 Economic Crime and Corporate Transparency Act (ECCT). Taking effect on September 1, 2025, this law could have serious implications for companies operating within the EU.

RTPR has advised Autonom Services on a bond issuance with an aggregate nominal value of EUR 30 million and a maturity of five years, with a fixed annual interest rate of 6.14%.

The acquisition by a joint-stock company of its own shares, also known as share buy-back, is permitted under Romanian law, as provided by Articles 103 – 109 of the Companies Law no. 31/1990 (“Companies Law”). The operation is, however, limited by certain conditions, based on reasons such as the goal to avoid speculation by the company on the price of its own shares or the difficulty to accept that the company can be, at the same time, a shareholder (being thus both debtor and creditor)[1].

Filip & Company and Deloitte Legal-affiliated Reff & Asociatii have successfully represented BT Leasing Transilvania IFN before the Bucharest Court of Appeal in a first-instance decision that annulled a Competition Council Decision imposing fines on 16 companies and the Financial Services Association following an investigation into the financial leasing market.

Filip & Company Partner Catalin Alexandru dives into Romania's legal and business landscape, examining the impact of election-year dynamics on regulatory activity, the Constitutional Court's landmark decision on the windfall tax, the surge in public-private partnerships tied to infrastructure projects, and the general market trends.

Romanian Knowledge Partner

Țuca Zbârcea & Asociații is a full-service independent law firm, employing cross-disciplinary teams of lawyers, insolvency practitioners, tax consultants, IP counsellors, economists and staff members. It also operates a secondary law office in Cluj-Napoca (Romania), and has a ‘best-friend’ agreement with a leading law firm in the Republic of Moldova. In addition, thanks to the firm’s dedicated Foreign Desks, the team provides the full range of services to international investors seeking to gain a foothold or expand their existing operations in Romania. Since 2019, the firm and its tax arm are collaborating with Andersen Global in Romania.

Țuca Zbârcea & Asociaţii is providing legal services in every aspect of business, covering all major areas of practice: corporate and M&A; litigation and international arbitration; corporate tax; public procurement; TMT; employment; insurance; banking and finance; capital markets; competition; healthcare and pharmaceutical; energy and natural resources; environmental; intellectual property; real estate; regulatory legal services.

Țuca Zbârcea & Asociaţii is a First-Tier law firm in all international legal directories and a multiple award-winning law firm both locally and internationally. It received the CEE Deal of the Year Award (DOTY Awards 2021) and the Law Firm of the Year Award: Romania (IFLR Europe Awards 2021). 

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