Main laws and regulations
Competent authorities
Economic concentrations
Anti-competitive practices
Abuse of dominant position


With its accession to the European Union in 2007, Romania achieved its main political and economic goal since 1990. In preparation for EU membership, the authorities prioritised the harmonisation of national legislation with EU legislation, with special attention being given to the EU competition regulations.

Accordingly, legislation in the field of competition was drafted in accordance with the most modern European legal systems. From 1996 laws were passed (including the Competition Law (21/1996) and various subsequent regulations) which were inspired by corresponding European legislation. In 2010 the Competition Council issued several new regulations and guidelines with a view to amending the existing legislation, which largely dated from 2004, in accordance with the latest rules and standards.

Main laws and regulations

In addition to the applicable instruments at EU level, the main legislation and council regulations are:

  • the Competition Law, as amended and republished;
  • the Law on Unfair Competition (11/1991), as amended by Law 298/2001;
  • the Competition Council Regulation on Economic Concentrations (August 5 2010); and
  • the Competition Council Regulation on the Assessment and Resolution of Complaints Concerning the Infringement of Articles 5, 6 and 9 of the Competition Law and of Articles 101 and 102 of the Treaty on the Functioning of the European Union.

Competent authorities

The Competition Council is an autonomous administrative authority. The government retains the right to intervene in economic sectors or markets in which competition is excluded or substantially restricted as an effect of a law or due to the existence of a monopoly. As a rule, the government intervenes only with the prior consent of the council.

Economic concentration

According to Article 10 of the Competition Law, an economic concentration may arise when:

  • two or more previously independent companies merge; or
  • one or more companies (or one or more persons in control of at least one company) acquire direct or indirect control of all or part of one or more companies, irrespective of the method used.

An economic concentration may also be established by the creation of a joint venture. A joint venture is formed where a legal entity performs, on a consistent and ongoing basis, all of the functions of an autonomous economic entity, but with no coordination of its competitive behaviour, either between its founding companies or between the joint venture and the founding companies.

All economic concentrations that take place in Romania are subject to the control and authorisation of the council, as are those which take place outside the Romanian territory, but have an effect on the Romanian market, provided that they meet the thresholds set by law. Therefore, international transactions that do not involve Romanian entities are subject to the authorisation of the council if the parties generate a certain turnover in Romania.

The key test in deciding whether a transaction will give rise to an economic concentration is whether the acquirer will gain control of the target. According to the Regulation on Economic Concentration, control is achieved through the acquisition of rights, the conclusion of contracts or other means that, either together or separately, confer on the acquirer the right or ability to exercise, directly or indirectly, a material influence on the target. The most common ways of achieving control are:

  • the acquisition of shares;
  • the acquisition of assets; and
  • the development of commercial relations that may lead to a position of economic dependence by concluding medium or long-term supply contracts between suppliers and customers, combined with structural connections which give a supplier or client significant influence over its partner.

Sole control may be exercised by a single entity or by two or more entities (where such entities reach an agreement in order to make important decisions). In general, sole control is exercised by holding a voting majority within the controlled company's managing bodies or by holding a position of minority control. Joint control is exercised on the basis of a preliminary agreement, regardless of whether such an agreement is stated legally or exists de facto.

Turnover thresholds
After determining that a transaction involves a takeover within the meaning of the law and thus represents an economic concentration, the parties must notify the council. However, the relevant legislation provides for a turnover threshold above which such operations must be notified. The notification must be filed with the council before the concentration is implemented.

An economic concentration must be notified if, in the fiscal year before the transaction:

  • the parties' combined worldwide turnover exceeded €10 million; and
  • at least two of the parties separately achieved a turnover in Romania in excess of €4 million.

For the purpose of the threshold test, turnover is calculated on the basis of all sales in Romania (after export value and excise deductions for state budget purposes), irrespective of the market in which the concentration is to take place. The threshold relates to sales achieved by each party involved in the transaction and the group of companies to which it belongs (its subsidiaries, parent companies, other subsidiaries of its parent companies and any other entities that are jointly controlled by two or more companies belonging to the group).

Dominant position
In principle, the council will not authorise economic concentrations if they:

  • have the effect of creating or consolidating a dominant position; or
  • could lead to the restraint, elimination or significant distortion of competition on the Romanian market or a part thereof.

Anti-competitive practices

One of the most significant changes introduced by the 2010 amendments to the Competition Law relates to the council's powers pursuant to EU Regulation 1/2003. It provides that the council is empowered to:

  • assess cases which are brought before it and which are capable of hindering trade between member states under Articles 101 and 102 of the Treaty on the Functioning of the European Union; and
  • enforce the above articles by applying certain measures as laid down in the relevant laws, such as ordering a party to cease infringement, ordering interim measures or imposing fines.

Article 5(1) of the law prohibits explicit or tacit agreements between companies or associations of companies, decisions by associations and concerted practices between any such entities for anti-competitive purposes, including:

  • directly or indirectly fixing sale and purchase prices or any other trading conditions;
  • limiting or controlling production, markets, technological development or investment;
  • sharing markets or supply sources;
  • applying unequal conditions to the equivalent performance of commercial partners so as to place some of them at a disadvantage with respect to their competitive position;
  • making the agreement of certain contracts conditional on the other party's acceptance of clauses stipulating supplementary performance which has no connection with the object of such contracts;
  • participating by concerted practice in collusive tendering for bids or other forms of tender participation;
  • eliminating competitors from the market; and
  • limiting or obstructing access to the market.

However, agreements, concerted practices or associations for the purpose of collective decisions may be exempt from Article 5(1) if all of the following conditions are met:

  • The measures contribute to improvements in the production or distribution of goods or promote technical or economic progress, while allowing consumers a fair share of the resulting benefit;

  • The restrictions imposed on the undertakings in question are indispensable to the attainment of positive objectives; and

  • The agreement, decision or practice does not allow the parties to eliminate competition from a substantial share of the market for the product in question.

The applicability of Article 5(1) and the exemptions therefrom must be assessed by the parties themselves, on the basis of the relevant secondary EU legislation.

Abuse of dominant position

In United Brands (C-27/76) the European Court of Justice defined the concept of 'dominant position' in a particular relevant market as a situation in which a company, by virtue of the position of economic strength that it enjoys, can act with a substantial degree of independence from its competitors (actual and potential) and its clients in that particular market. In Romania, the Competition Law provides for a relative presumption of absence of dominance where an undertaking holds a market share of less than 40% in a relevant market.

Companies in a dominant position may be tempted to resort to certain forms of behaviour which Article 6 of the law identifies as abusive, such as:

  • directly or indirectly imposing purchase and sale prices, price lists or inequitable contractual clauses and refusing to negotiate with certain suppliers or beneficiaries;
  • limiting production, distribution or technological development to the disadvantage of consumers;
  • applying unequal conditions to the equivalent performance of commercial partners so as to place some of them at a disadvantage with respect to their competitive position;
  • making the conclusion of certain contracts conditional on the other party's acceptance of clauses stipulating supplementary performance which have no connection with the object of such contracts, either by their nature or by the standards of commercial practice;
  • implementing excessive or predatory below-cost pricing to eliminate competitors, or exporting products or services at less than production cost and recovering the difference through higher domestic prices; and
  • exploiting the economic dependence of a client or supplier or terminating contractual relations because of a refusal to comply with unjustified commercial conditions.


Anti-competitive practices may give rise to civil, administrative or criminal liability. Penalties for minor offences are applied by the Competition Council. Criminal actions may be initiated only following a complaint by the council.

Subject to a council decision, supplementary profits or revenue resulting from competition violations will be confiscated and accrue to the state budget.

The council has put in place instructions for a leniency policy. The policy applies to undertakings that are willing to submit information on cartels. If certain conditions are met, the relevant undertaking may benefit from immunity or a reduction in its fine, depending on its conduct in the investigation and its role in the cartel.

For further information on this topic please contact Anca Buta Musat at Musat & Asociatii by telephone (+40 21 202 5900), fax (+40 21 223 3957) or email ([email protected]). The Musat & Asociatii website can be accessed at