Corporate, commercial and M&A lawyers in Romania

Legal advice on transactions, corporate matters and commercial contracts

For investors, entrepreneurs and Romanian or international companies, from incorporation and corporate governance to acquisitions, disposals and restructurings

Adesman & Asociații advises companies and investors on day-to-day corporate matters and on the acquisition or sale of companies and assets. We work with local and international clients in sectors such as energy, construction, pharmaceuticals, agriculture and hospitality.

Before founding Adesman & Asociații, the partners worked at leading Romanian law firms, where they advised strategic investors, investment funds, local entrepreneurs and international companies on major transactions, including cross-border deals.

In recent years, much of the team's transactional work has involved renewable energy projects and the companies that hold them. Because the firm also has a corporate litigation practice, its transaction documents are drafted by lawyers who have seen how such clauses are interpreted in court.

 

Our areas of legal assistance

Mergers and acquisitions (M&A)

We act for buyers and sellers in share and quota acquisitions, asset deals, joint ventures and corporate restructurings, from the initial structuring of the deal to closing and post-closing obligations.

We draft and negotiate the sale and purchase agreement and ancillary documents: representations and warranties, the price mechanism, conditions precedent, indemnities and limitations of liability.

Where the buyer is from outside the European Union or the target operates in a sensitive sector, we check whether foreign direct investment clearance from the CEISD, Romania's FDI screening commission, is required and build that step into the transaction timetable.

Legal due diligence

We carry out or coordinate the legal due diligence of the target company: corporate structure, material contracts, assets and land rights, permits, litigation, employment and tax exposure.

Our due diligence report shows what the client can do about each risk identified: cover it with a warranty, turn it into a condition precedent, reflect it in the price or walk away from the deal.

Energy sector transactions

A large part of our M&A practice involves the sale and acquisition of solar and wind farms, BESS projects and project companies. Here, due diligence also covers land rights, grid connection and ANRE (Romanian energy regulator) licences, in addition to the usual corporate matters.

See also our page on Energy Law.

Corporate law and corporate governance

We assist companies at incorporation and throughout their life: articles of association, resolutions of general meetings and management bodies, capital increases and reductions, and changes of shareholders, directors and officers.

We advise directors and shareholders on directors' liability, conflicts of interest and corporate governance rules, and prepare business reorganisation plans.

Shareholders' agreements

We draft and negotiate shareholders' agreements that set out how decisions are made, how the company is funded, what happens in a deadlock and on what terms a shareholder may exit.

Pre-emption rights, tag-along and drag-along clauses and put and call options are drafted so that they can actually be enforced if the relationship between shareholders breaks down.

Commercial contracts

We draft and negotiate the contracts companies need in their day-to-day business: distribution, supply and services agreements, main contractor and subcontractor agreements, transport and joint venture (asociere în participațiune) agreements, as well as bespoke contracts built for a specific commercial relationship.

We also provide ongoing legal support to companies without an in-house legal team or that need extra capacity.

Shareholder disputes and corporate litigation

When relations between shareholders turn into conflict, we represent clients in litigation over the annulment of general meeting resolutions, the exercise of minority shareholder rights, the exclusion or withdrawal of shareholders and directors' liability.

For more on our litigation practice, see our page on Litigation & Arbitration.

Relevant corporate and M&A experience

The mandates below reflect both the work of Adesman & Asociații and the prior professional experience of team members.

Mergers and acquisitions

  1. Sale of a 258 MWac solar project. Legal advice to the sellers on the sale of a solar project in Romania that provides for the integration, in later phases, of BESS assets with a planned capacity of 1,000 MWh, including structuring the transaction and negotiating the transaction documents.
  2. Solar and wind projects totalling over 700 MW. Advice to a major European renewable energy developer on the sale of solar projects of over 500 MW and wind farms of over 200 MW in Romania.
  3. Acquisition of a portfolio of over 200 MW. Legal advice to the Romanian subsidiary of one of the world's largest energy suppliers on the acquisition of wind and solar projects in Romania.
  4. Transfer of a 17.5 MW wind farm. Legal advice to an electricity producer on structuring the transaction, coordinating due diligence and drafting and negotiating the transfer agreement.
  5. Sales of operating solar parks. Legal advice to electricity producers on the sale of the assets of solar parks of 62 MW, 41 MW and 7 MW, including negotiation, the transaction documents and the transfer of rights and obligations to the buyer.

Corporate, commercial and competition law

  1. Corporate housekeeping for local and international companies. Legal advice to several companies on changes to their corporate structure (shareholders, directors, officers, share capital) and on ongoing corporate decisions.
  2. Bespoke commercial contracts. Drafting and structuring main contractor, subcontractor, maritime transport, joint venture and energy trading advisory agreements.
  3. Competition law compliance. Legal advice to an energy trading company on the compliance of its operations with antitrust rules.

Shareholder disputes

  1. Minority shareholder, approximately RON 25 million. Legal advice and representation for a minority shareholder in corporate litigation to recover approximately RON 25 million, in connection with one of the largest cash & carry companies in Romania.
  2. Annulment of general meeting resolutions. Legal advice and representation for a private company in litigation seeking the annulment of resolutions of the general meeting of shareholders.
  3. Acquittal in a corporate dispute with criminal implications. Representation of members of the management of an aerospace company in an embezzlement case arising from a shareholder dispute, in which the team obtained an acquittal.

Legal insights on transactions and corporate law

We publish analysis of the rules that shape the timetable and structure of transactions in Romania.

FDI Screening in Romania in 2026: Procedure, Value Threshold and Risks for Investors

Renewable energy: Transaction finalised by Adesman & Asociații

Frequently asked questions about corporate law and M&A in Romania

1When should a lawyer be involved in a company acquisition?
Before signing a letter of intent or a binding offer. The deal structure, timetable and risk allocation are set in the first documents, and an exclusivity or price clause accepted too early is hard to change later.
2What does legal due diligence cover?
The corporate structure and its history, material contracts, assets and land rights, permits, litigation, employment and tax matters. In energy transactions, we also check grid connection and ANRE licences.
3Does my transaction need CEISD (FDI screening) clearance?
It depends on the investor's origin, the target's sector and the value of the investment. We assess these criteria at the start of the transaction, because the procedure can significantly affect the timetable.
4Why have a shareholders' agreement if the company already has articles of association?
The articles of association are public and cover only the minimum rules. A shareholders' agreement can deal confidentially with matters the articles do not cover: funding the company, deadlocks and a shareholder's exit.
5Do you assist foreign investors entering the Romanian market?
Yes. We assist foreign investors in setting up or acquiring a company in Romania, in due diligence, in negotiating the documentation and in any clearance procedures.
6What can be done when shareholders can no longer make decisions together?
We first check what the articles of association and any shareholders' agreement provide. Depending on the situation, the options include negotiating one shareholder's exit, withdrawal or exclusion from the company and, as a last resort, court action.

Our Approach

In a transaction, the client needs to know what is at risk and how to protect itself. Our due diligence reports rank issues by their impact on the deal and propose a contractual solution for each.

The same group of lawyers works on the transaction from the first discussions until after closing.

The information on this page is general in nature and does not constitute legal advice. The mandates mentioned reflect the specific circumstances of the transactions and cases concerned and are no guarantee of the outcome of other matters.

 
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