Competition & Anti-Trust

Our Competition&Anti-Trust practice has grown according to and along with the process of implementation in Romania of the EC legislation in the competition field. We provide practical, specialist advice and work with our clients to achieve their commercial goals whilst fully complying with the competition law and EU regulations. Having acted on the whole range of competition matters arisen from the major privatizations and M&A deals we have been assisting for the past 20 years, we developed outstanding expertise across all economic sectors, on merger control matters, alleged abuse of dominant position, cartels and anti-competitive practices, as well as on complex State-aid and public services issues, together with related clearances from the European Commission and the Romanian Competition Council.

Moreover, we have provided legal assistance on all aspects of competition compliance and investigations within the main practice areas serviced by the firm. Our team of experts has counseled many high-profile clients on investigations launched by the competition authority for anti-competitive practices and abuses of dominant position, dawn raids, injunctions and compliance orders, comfort letters and approvals from the Competition Council (e.g. block and individual exemptions, prior non-intervention certifications). We have also built extensive knowledge and practice in designing, implementing and monitoring tailored compliance programs, in order to mitigate the risks associated with unannounced inspections. Additionally, we advise on all competition aspects of commercial contracts, including joint venture agreements, distribution agreements, franchising and services agreements in a wide range of industries.

A selection of our recent instructions include advising:

Enel SpA, a leading Italian energy and utilities group, on all competition matters in connection with the EUR 820,000,000 acquisition of Electrica Muntenia Sud and including the preparation of the merger control notification to EU DG Competition, commenting on the Romanian Government’s State-aid filing to the EC, as well as legal advice and assistance in connection with various “golden share” issues raised by the EC in respect of the privatization agreement.
Generali Holding Vienna AG in connection with a complex price fixing cartel investigation on the privately administered compulsory pensions (2nd Pillar) market. The Competition Council’s investigation also aims at establishing whether an infringement of art. 101 TFEU was perpetrated by the participants to the cartel, due to the Community liberalization of pension fund adhesions. Our work included assistance and representation in all investigation proceedings undertaken by the Competition Council in respect of the Client, such as on-site inspections, requests for information, and the hearings on the Investigation Report containing the conclusions of the investigation.
Generali Fond de Pensii S.A., the third Romanian player on the privately administered private pensions (2nd Pillar) market in Romania, in the investigation proceedings undertaken by the Competition Council regarding a market sharing cartel on the privately administered compulsory pensions market, as well as regarding a possible infringement of the rules under art. 101 TFEU. Our work covered the entire range of competition law tailored assistance, from dawn-raids undertaken immediately after the launch of the investigation to providing assistance in respect of subsequent requests for information and other ancillary investigation-specific activities, up to the hearings held by the Competition Council based on the findings recorded in the Investigation Report. We further represented the Client during the court proceedings against the decision rendered by the Competition Council.
Romstal Leasing, part of the KBC GROUP, in respect of a recent complaint filed by a competitor with the Competition Council, alleging an abuse of dominance in respect of the Client’s market behavior.
Electrolux Romania, the national subsidiary of the worldwide EEE giant Electrolux, in connection with an investigation launched by the Competition Council following a complaint filed therewith by a Romanian association of EEE producers and distributors, alleging that current WEEE collecting campaigns in the form of “buy-back” programs undertaken by EEE producers, their retailers and the WEEE collecting associations infringe the provisions of the Competition Law and those of the Treaty on the Functioning of the European Union.
Banca Transilvania, one of the most important Romanian-based banks, in respect of the investigation currently undertaken by the Competition Council on the banking services market in Romania.
Enel Romania, the local subsidiary of the Italian energy group, in connection with two separate recently launched Sector Inquiries on the Romanian energy and heat production markets. Legal work includes extensive Competition law due diligence of all relevant documents and correspondence, with a view to acknowledging the compatibility thereof with the current competition law framework, in which respect, we have set up an extensive Competition Law Compliance Program to be implemented by the client in its internal proceedings, as well as in its contacts with third parties, including public authorities.
European Investment Fund with respect to the implementation of the EUR 100,000,000 Jeremie project in Romania, throughout which EIF shall manage, on behalf of the Romanian State, the structural funds provided by the EU for the purpose of stimulating the SMEs sector. Our work covered the assessment of several First Loss Portfolio Guarantee agreements as to the compliance of such instruments with State aid rules and the State aid schemes issued and implemented by the Romanian authorities.
Hidroelectrica, one of the largest Romanian electricity producers, in respect of setting up a project company with strategic private investors, for the purpose of building a new hydro power plant. Our work covered the assessment of potential implications of State aid rules in respect of setting up the project company, as well as a review of the documentation prepared for setting up the said company, from the perspective of competition rules.
Novartis with respect to providing assessments on both the Preliminary and the Final Reports of the European Commission on the pharmaceuticals market, with special attention to its impact on the Romanian market and upon the activities and commercial practices of generic and innovative medicine producers. Our work also covered providing legal assistance and representation in connection with a complaint against an alleged abuse of dominant position by the client, filed with the Competition Council by a generic company, and eventually dismissed by the Competition Council, as ungrounded.
RE Power, a major Swiss energy group, with regard to merger control proceedings triggered by its acquisition of a Romanian energy provider, Elcomex EN S.R.L. Legal work covered the entire transaction, from the initial discussions and negotiations, including drafting and finalizing the SPA, drafting and submitting the merger control notification form to the Competition Council, and obtaining the latter’s clearance with regard to such transaction.
Eli Lilly, a leading worldwide pharmaceuticals corporation, in relation to the court proceedings initiated against the decision of the Romanian Competition Council, as a result of the investigation carried out on the insulin drugs market. Our work included assistance during the dawn raid investigations, submitting written observations to the authority, representing the Client's interests during the hearings held before the Plenum of the Competition Council, training employees and elaborating compliance programs designed to mitigate the risks associated with unannounced inspections. We also provide assistance in respect of Eli Lilly’s day-to-day activities in Romania, with a premier focus on the competition aspects entailed by its distribution relationships, such as special offers, discounts, exclusivities, selective distribution agreements, participation in tenders, etc.
Roche Diagnostics International Ltd. on the whole array of antitrust aspects related to the EUR 17,500,000 acquisition of Top Diagnostics’ in vitro diagnostic health business, including filing the merger control notification with the Romanian Competition Council and obtaining clearance from the latter.
Novartis in respect of sensitive competition law aspects of an envisaged protocol to be concluded by the Client with the Ministry of Health, with a view of providing breakthrough medicines in one of the most important national health programs developed by the Ministry.
ARPIM (the Romanian Medicines Producers Association), Abbott Laboratories, Servier, Roche, Eli Lilly with respect to the Competition Council’s ongoing sector inquiry conducted on the wholesale pharmaceuticals distribution market in Romania, including trainings, designing and implementing specific compliance programs and representing the client before the Competition Council.
Roche Romania in various competition law matters triggered by various complaints filed with the Competition Council by its Romanian distributors, alleging an abuse of dominance by our Client, based on its refusals to meet certain of such distributors’ orders for medicines.
Belupo Pharmaceuticals and Cosmetics, a leading Croatian pharmaceuticals producer and member of the Podravka group, in respect of an investigation conducted by the Romanian Competition Council related to an alleged infringement of competition rules at both national and EU level, via the impairment of parallel trade.
Gaz de France Suez Energy Romania in connection with an investigation launched by the Romanian Competition Council for an alleged abuse of dominant position perpetrated via an alleged refusal to grant access to the upstream pipeline system administered by the Client, further to the privatization of the Romanian gas distribution and supply system.
Schindler Romania in its relationship with the Romanian Competition Council, and counseling the Client in respect of the market survey proceedings undertaken by the Competition Council on the Romanian escalators and elevators market, in line with the proceedings undertaken at EU level by the European Commission.
H Lundbeck A/S, a major Danish pharmaceutical company, before a number of public authorities relevant for their activities on the Romanian market, including extensive analysis of the relevant Romanian regulations and case-law related to the protection of Lundbeck’s rights against the generic companies, within the context of the European Commission’s sector inquiry on the pharma market and the Preliminary and Final Reports thereof.
SABMiller plc in the full merger control and clearance proceedings triggered by the EUR 10,000,000 acquisition of the majority stake in Bere Azuga S.A., one of Romania’s oldest and most reputed breweries.
Ursus Breweries (the Romanian subsidiary of the SAMiller group) in a significant number of competition law-related matters, ranging from distribution agreements, discounts and promotion activities to compliance policies, also preparing a tailored Competition Law Compliance Program, which included several trainings of management and which will be continued depending on the Client’s needs and market evolution.
Hitachi Motors Europe in connection with the implementation of a new machinery distribution system and assessing the compatibility thereof with the rules of the Romanian Competition Law and proper implementation of the agreement.
Mitsubishi Motors, L’Oreal, Eli Lilly, BoConcept, Montblanc-Simplo GmbH and Garmin Europe in connection with structuring and implementing several distribution agreements, entailing either exclusive or selective distribution systems, or franchise agreements, the compliance thereof with competition laws and regulations, including representation before the competition authorities.
Romanian Brewers’ Association with respect to compliance with the EC & Romanian Competition law and regulations regarding the exchange of information concerning the activities of the members thereof.
Enel SpA in relation with the implementation of one of the biggest PPP projects in the utilities sector via development of Units 3 and 4 of Cernavoda Nuclear Power Plant, with an estimated value exceeding EUR 4,000,000,000, in joint venture with the Romanian State. The mandate includes legal assistance on a day-to-day basis on golden share, State aid and antitrust issues arisen in connection with structuring and negotiating the joint venture agreement, the investment agreement and the articles of incorporation of the new company.
Enel SpA following the acquisition of two of the subsidiaries of Electrica S.A. (the largest electricity distribution company of Romania) - Electrica Banat S.A. and Electrica Dobrogea S.A. in relation with obtaining the Competition Council’s clearance, as well as drafting the notification to the Romanian Competition Council and representing the company’s interests in all notification ancillary issues before the competition authority.
Lindab in connection with all the competition matters arisen from the acquisition of two Romanian companies belonging to the Czech Sipog group, including the preparation of the merger control notification and obtaining the clearance from the Romanian Competition Council.
PPF Partners, one of the largest investment funds in the Czech Republic, on a wide array of competition matters (merger control and State aid included) arisen in the context of the fund’s continued acquisitions in Romania, among others, in the hotel construction and utilities sectors, with a total value of more than EUR 200,000,000.
GlaxoSmithKline in connection with the investigations and dawn raids conducted by the Romanian Competition Council on certain drug markets, as well as with various competition issues deriving from the distribution agreements concluded with their wholesale distributors, employee training and elaborating compliance programs.
Assisting GlaxoSmithKline on the full range of competition-related matters in connection with the acquisition of Europharm, the largest private pharmaceutical group of companies in Romania.