Nestor Nestor Diculescu Kingston Petersen Partner Anca Diaconu talks about competition in Romania in 2025.
CEELM: Do you expect the competition authority to be more or less active in 2025 compared to 2024? Why?
Diaconu: Last year witnessed intense activity from the Romanian Competition Council (RCC) on all fronts: the highest number of finalized investigations in seven years, hefty fines for diverse traditional antitrust practices, investigations, and dawn raids in novel areas of competence, as well as, transaction-wise, the highest number of cleared mergers in 21 years. The application of the FDI screening regime stood out yet again, with 471 transactions reviewed in 2024. We expect the tight enforcement trend to continue in 2025. The authority has been signaling this at conferences and its actions at the beginning of this year only confirm it – with several new sanctions or investigations being announced in January and February. The authority has been laying the foundation for this in previous years by extending its toolkit at the statutory level. We therefore expect more enforcement on grounds such as the exploitation of superior bargaining positions or the unfair trading practices in the food and agricultural supply chains.
CEELM: What is in the pipeline in terms of legislation that you believe will have the most impact on competition in Romania?
Diaconu: The competition legislation has already undergone several rounds of amendments, partly motivated by the need to ensure the full transposition of the ECN+ Directive. This led to increased powers for the authority, such as the competence to conduct announced inspections or dawn raids outside an investigation. Although additional changes are currently under discussion as to the antitrust regime (mostly on procedural aspects), perhaps the most influential project is represented by the draft guidelines concerning FDI screening. The document seeks to address some of the most pressing uncertainties associated with the interpretation of this broadly drafted regime, including rules for value computation – which is one of the two cumulative conditions triggering a filing obligation, and guidance on the filing process. These are currently under public consultation until mid-March – stakeholders are invited to make their views heard until then.
CEELM: What trends do you expect to impact competition practices across Romania the most in 2025?
Diaconu: Quite predictably, the enforcement trend in Romania is influenced by that at the EU level. The authority has investigations ongoing in the tech/digital sector, which has been at the forefront of the European Commission’s efforts lately and will be particularly interesting to follow. While debates were ongoing as to the standard of proof in abuse of dominance cases at the European Commission’s level, the RCC – although continuing to also make use of the tools related to the abuse of dominance – started to enforce the provisions relating to exploitation of superior bargaining position. Investigations were launched, and dawn raids were conducted against companies that, albeit falling short of dominance, allegedly abused an imbalanced relationship with trading partners. These concerns include diverse markets and activities, including dietary supplements, medical oxygen, and car repair shops. FDI screening also deserves a special mention – against the backdrop of increased scrutiny at the European level, we see no relaxation of the rules on the horizon.
CEELM: What would you identify as the main challenges faced by companies in terms of competition matters at the moment in Romania, and how likely is it in your view that these challenges will be addressed in 2025?
Diaconu: From our experience, companies at the EU level more broadly are concerned about the level of predictability associated with competition enforcement. Faced with novel practices or areas of priority/concern, authorities struggle to adapt the traditional tools to modern-day realities. In this pursuit – which may be a legitimate one – enforcers should not sacrifice predictability and smooth decision-making/clearance, which are essential to fostering innovation and bolstering investments.
In recent years, companies were kept particularly busy by the interpretation/application of the FDI regime – which, being national security-centered, was designed to catch various fields and activities under its scope. The authority has taken steps in the right direction with the expected guidelines. As always, the devil is in the details, and it will be essential to see the level of granularity addressed in the final version of these guidelines.
This article was originally published in Issue 12.1 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
