Nestor Nestor Diculescu Kingston Petersen’s Competition practice has navigated a broad mix of mandates, including investigations, complex litigation, and a growing volume of merger control and FDI filings, according to Partner and Head of Competition, State Aid, EU Law, and FDI, Anca Diaconu. The team has also seen clients make fuller use of procedural tools, reflecting a more sophisticated and fast-moving enforcement environment.
CEELM: What has kept the practice busy over the past 12 months, and what has driven that work?
Diaconu: Over the past twelve months, our work has been shaped primarily by a significant increase in mandates arising from investigations conducted by the Romanian Competition Council, together with the subsequent litigation linked to these cases. The matters have spanned a wide mix of industries – pharma, banking, construction, automotive, IT, and agri-business – and many involve new or less conventional theories of harm, which has kept the advisory work both technical and fast-paced. We continue to see the authority opening several investigations within the same sector and, at times, scrutinizing multiple companies within the same group, which naturally increases the strategic demands placed on clients.
We also notice that clients are increasingly making full use of the procedural tools available to them to navigate these probes, both for their defense and for accelerating the closure of investigations. In practice, this has meant a greater reliance on the acknowledgment procedure to secure a faster resolution of investigations, as well as a growing willingness to seek preliminary rulings from the CJEU during litigation where the legal framework or practice remains unclear or insufficiently developed.
CEELM: What about the non-contentious side – what trends are you seeing there?
Diaconu: On the non-contentious side, activity has remained steady. Beyond standard merger control and day-to-day compliance work, navigating the FDI regime has become a prerequisite for closing deals in Romania.
At the national level, a significant portion of our resources was also dedicated to a complex merger control filing requiring a hybrid architecture of behavioral and structural remedies.
At the European level, we are currently engaged in pre-notification discussions with the European Commission, which invariably offers valuable insight into how the Commission is currently analyzing and treating transactions testing the boundaries of the notion of "concentration."
CEELM: What’s the outlook for the next 12 months, and why?
Diaconu: Looking ahead to the next twelve months, one development is likely to shape both enforcement activity and deal planning more than any other: the introduction in merger control of additional notification thresholds (transaction value and the fact that very large buyers acquire within their sector of activity (or a related sector) now also become relevant), as well as the introduction of a call-in mechanism. This is expected to significantly broaden the Competition Council’s ability to review transactions.
Notably, the draft amendment to the Competition Law regulates a "call-in" mechanism, effectively allowing the Competition Council to assert jurisdiction over transactions that fall below the standard turnover thresholds. This power, however, is not without limits and operates under specific conditions. First, the authority may only exercise this right if, following a preliminary assessment, it identifies a risk to effective competition. Second, there is a strict statute of limitations – the Council must exercise this option within six months from the conclusion of the agreement, the announcement of the public offer, or the acquisition of the controlling stake.
Once the Council issues such a request, the undertakings involved are under a mandatory obligation to submit the notification. The notification will then be examined under the general regime, with the Council also having the ability to require suspension of implementation until the operation is cleared as compatible with normal competitive conditions. Failure to comply with the obligation to notify may trigger a formal investigation, which can lead to fines and the transaction being blocked.
This development also sits within a broader European trend. An increasing number of Member States are introducing call-in powers that allow them to assert jurisdiction over transactions falling below traditional thresholds. Combined with the Commission’s sustained encouragement of Article 22 referrals, this expansion of national review powers materially increases the risk that deals initially outside any filing obligation may nonetheless be drawn into EU-level scrutiny.
Furthermore, a defining feature of the second half of the year will also be the expected change in the authority’s composition, as the mandates of the Competition Council’s Plenum are set to expire. This transition period is likely to influence enforcement priorities and introduce a measure of uncertainty for parties involved in ongoing investigations or transactions that have not been finalized.
In line with developments across several jurisdictions, Romania has also seen a noticeable shift in the assessment of mergers. More generally, in terms of the type of merger control remedies, there are growing indications that a broader range of remedies might now be considered in Romania. We notice more authorizations secured through behavioral commitments, which suggests a pragmatism perhaps less visible in previous years. However, while these precedents are encouraging, it would be premature to assume the "floodgates" are opening for behavioral remedies across the board. The true test of this flexibility will be the authority's approach to two current, high-profile mergers: Schwarz Group’s proposed acquisition of the discount retailer La Cocos, and the takeover of Regina Maria by the Finnish healthcare group Mehilainen.
Lastly, another development to watch closely in 2026 is the operation of the EU cooperation mechanism, which enables other Member States and the Commission to comment on transactions undergoing national FDI screening. The mechanism is not new, but its practical impact is becoming more visible, reinforcing the complexity of FDI screening in cross-border deals.
