Romania’s transaction market had a turbulent year, marked by election-related slowdowns followed by an intense year-end surge, according to Filip & Company Partner Ioana Roman. Tight timelines, regulatory hurdles, and high-profile cases underscored the growing importance of involving legal advisors early in the process.
“Looking at the transactions, last year in Romania was clearly a bumpy one,” Roman explains. “Activity largely stalled during the election period, but from September onward – and especially in December – we saw an intense surge. It became a very demanding period, with many transactions running on extremely tight timelines. Most of them did manage to close by year-end, but not without challenging discussions and significant pressure on all parties involved. Some deals slipped into January, mainly due to regulatory approvals in the real estate sector.”
From an FDI perspective, Roman observes similar issues. “In practice, the FDI process can easily take up to two to three months, which means it must be factored into the transaction timeline from the very beginning,” she notes. “In some cases, this even requires submitting the FDI filing before contract drafting begins if the parties are aiming to meet a specific deadline. There are situations where timelines are non-negotiable – for example, when a seller must complete a sale by year-end, a private equity fund needs an exit, or other commercial pressures apply. In those cases, the transaction has to be structured in a way that accommodates the required timeline. The key lesson is that regulatory strategy can no longer be treated as an afterthought,” she adds.
As for the legislation, Roman stresses that “while there were not many general legal changes last year, one notable development was the adoption of new rules for the residential market following the Nordis case at the end of last year. The fallout from the Nordis case triggered changes in the law, and the residential real estate market is now undergoing a restructuring phase, particularly in terms of documentation and compliance with the new requirements. These developments are largely aimed at strengthening buyer protection and restoring confidence in the sector.”
“One clear trend is that clients increasingly recognize the value of involving experienced advisors much earlier in a project or transaction,” Roman adds. “Even discussions labeled as 'non-binding' can have lasting effects on transaction documents, making later negotiations far more difficult.” Alongside this, she says, “law firms in Romania continue to navigate bureaucratic challenges under existing legislation, translating complexity into clear guidance and risk management for clients. Early involvement makes a real difference – allowing transactions to be structured properly from the outset rather than shifting into damage-control mode later.”
Finally, “when looking at the broader geopolitical situation, it is clear that its effects will continue to reach our market as well,” Roman says. “While the impact sometimes arrives in waves and may be delayed compared to other parts of Europe, we are certainly not excluded from these developments – nor fully protected from them. In that sense, the resilience of the Romanian market remains notable even in the face of ongoing uncertainty.”
