Easter Eggs... in the Spotlight of the Romanian Competition Council

Easter Eggs

As Romanians gear up for the Easter break, eggs are once again in high demand — but this year, eggs are drawing some other kind of attention. Earlier today, the Romanian Competition Council (RCC) issued a public warning[1] following statements made by egg producers who announced an expected price increase ahead of the holidays, citing various pressures such as cost constraints and the tax unpredictability in Romania.

While the reasons invoked may sound familiar, the RCC made it clear: such public declarations, especially when made collectively or through industry associations, can be considered facilitating practices under competition law. In other words, even without a formal agreement, these announcements may reduce uncertainty among competitors and amount to a concerted practice — a serious antitrust concern.

The RCC’s warning is a timely reminder for all market players: public price signalling can lead to investigations and fines, especially in periods of predictable demand spikes like Easter. Businesses, particularly in sectors with sensitive pricing and seasonal dynamics, should avoid any public communication that could be interpreted as coordinating with competitors.

Beyond eggs, the message is clear and widely applicable — from retailers to manufacturers in all industries. As the RCC reinforces its proactive stance, companies should ensure internal compliance protocols are robust and that communication — whether through press releases, interviews, or social media — does not cross the line into price coordination.

So this Easter, while consumers hunt for the best deals, the competition authority will be on the lookout too.

[1] The document may be found here: https://www.consiliulconcurentei.ro/wp-content/uploads/2025/03/Atentionare-mar-2025.pdfntent/uploads/2025/03/Atentionare-mar-2025.pdf

Foreign Direct Investments in Romania: What Does the New Draft Guidance on Notifications, Soon to Be Adopted by the Competition Council, Clarify?

With some delay (but, we’d say, not too late), we have finally taken the time to review the draft of the new guidance set to be adopted by the Competition Council (“Draft Guidance”).[1] We went straight to the point and selected what seemed clear and immediately impactful. Here’s what we took from the document.

Determining the Investment Value in Acquisition Transactions

In the context of acquisition transactions, correctly determining the investment value is essential for the purpose of foreign direct investment notification. The Draft Guidance sets out criteria for this assessment, providing a comprehensive approach for various specific scenarios.

1. Acquisition of Participation Interests

When an investment is made by acquiring shares or equity interests, its value is determined based on the price paid for the securities and/or the capital provided by the investor. This is the basic rule under Article 4(1)(a) of the Draft Guidance.

2. Financing the Acquisition and Its Impact on Investment Value

If the investor obtains financing for the acquisition, either through a loan or a financing agreement, the investment value includes not only the transaction price but also the total loan amount and accrued interest (Article 4(4)). This aspect is crucial to avoid underestimating the investment and to reflect the full financial commitment involved.

3. Impact of Earn-Out Mechanisms on Investment Value

In many transactions, the final purchase price is not fixed but depends on certain performance conditions or future financial results. This mechanism, known as earn-out, must be taken into account when determining the investment value. According to Articles 4(7) and (8), if an investment is carried out in multiple stages or includes conditional financial commitments, the total investment value will also reflect these amounts.

4. Multi-Jurisdictional Transactions and Allocating Investment Value

For acquisitions involving multiple jurisdictions, determining the investment value for the Romanian component can be complex. Article 4(9) states that if the price allocated to the Romanian entity or assets is not separately specified, the valuations provided by the parties will be used. Otherwise, the total investment value will be considered the overall value of the multi-jurisdictional transaction.

Conclusion

Determining the investment value is a process that requires careful consideration of all financial components involved. Whether it concerns the acquisition of participation interests, the use of financing, the inclusion of earn-out mechanisms, or multi-jurisdictional transactions, the Draft Guidance provides a clear framework for assessing this value. A proper understanding of these aspects is essential for investors and their advisors in making informed decisions and ensuring compliance with regulatory requirements.

[1] Draft Guidelines issued in application of Art. (5) of Government Emergency Ordinance no. 46/2022 on measures implementing Regulation (EU) 2019/452 of the European Parliament and of the Council of March 19, 2019 establishing a framework for the examination of foreign direct investments in the Union and amending and supplementing Competition Law no. 21/1996, available here: https://www.consiliulconcurentei.ro/wp-content/uploads/2025/02/Instructiuni_CEISD_11.02.2025.pdf

EU’s Competitiveness Compass: A Strategy for Growth and Innovation

The European Commission has just unveiled its Competitiveness Compass, a strategic blueprint to bolster the EU’s economic strength over the next five years.[1] This initiative comes in response to mounting challenges, including lagging productivity, global technological competition, and high regulatory burdens on businesses.

Key Challenges Identified According to the Compass

Despite Europe’s robust Single Market and skilled workforce, it has fallen behind in key innovation sectors. The EU struggles to translate research into marketable technologies, while energy costs and regulatory complexity weigh heavily on businesses. Moreover, global players like China and the US have outpaced Europe in several advanced technologies, raising concerns about economic sovereignty.

The EU’s Proposed Solutions

To regain its competitive edge, the Commission sets out three transformational imperatives:

1. Closing the innovation gap – Enhancing research commercialization, scaling up startups, and fostering cutting-edge sectors like AI, clean energy, and biotech.

2. A roadmap for decarbonization and competitiveness – Aligning green policies with economic growth, reducing energy costs, and boosting industrial investment.

3. Reducing dependencies and enhancing economic security – Strengthening supply chains, expanding trade partnerships, and ensuring fair competition in global markets.

   
   

The Competitiveness Compass also emphasizes regulatory simplification, a refocused EU budget, and stronger policy coordination among Member States to foster investment and job creation.

What’s Next?

The new Commission aims to translate these proposals into concrete action, with legislative and financial initiatives planned throughout 2025-2026. Businesses operating in the EU should prepare for upcoming policy changes affecting digital transformation, competition law, and industrial support mechanisms.

Stay tuned as we analyze the legal and commercial implications of these reforms!

[1] The document has been published on 29 January 2025 and is available here: https://commission.europa.eu/document/download/10017eb1-4722-4333-add2-e0ed18105a34_en