The final quarter of 2025 marked a period of significant competition law developments in Romania, with enforcement actions focusing on vertical restraints and “no-poach” agreements, alongside important merger control decisions in markets such as retail and energy, as well as the launch of a draft Government Emergency Ordinance amending Competition Law No. 21/1996 (“Competition Law”), aimed, among others, at aligning the Romanian legal framework with OECD recommendations.

I. Latest updates

Draft Government Emergency Ordinance amending the Competition Law

In November 2025, the Romanian Competition Council (“RCC”) launched a public consultation on a draft Government Emergency Ordinance aimed at amending the Competition Law. The initiative was driven by Romania’s OECD accession commitments and seeks to modernise the legal framework for competition enforcement.

Key proposals in the draft include:

• expanding Romania’s merger control regime by adding an additional filing trigger and a call-in mechanism;

Certain transactions would require notification even if they do not meet the traditional local turnover threshold, if they satisfy the following two cumulative conditions: (i) the combined turnover of the parties to the concentration exceeds EUR 10 million, with at least one party (other than the target) generating over EUR 4 million in Romania; and (ii) the transaction value exceeds EUR 5 million, including assets, shares or other monetary consideration. Additionally, transactions involving a party (other than the target) with Romanian turnover above EUR 500 million in the same or related sectors may also require notification, except for providers of “core platform services”.

Another proposal would empower the RCC to call in concentrations within six months as of the conclusion of the agreement, following the announcement of a public offer, or upon the acquisition of a controlling shareholding, where it identifies potential competition risks, even if thresholds are not met, and require suspension of implementation until clearance.

• establishing an independent Hearing Officer within the RCC to safeguard the parties’ rights of defence and coordinate access‑to‑file rights (including access to confidential information). The officer would issue advisory opinions on: (i) legal professional privilege; (ii) extensions of deadlines for submissions to the investigation report; (iii) access to the investigation file; (iv) protection of trade secrets/other confidential data; and (v) any other matters tied to the right of defence;
• empowering the RCC to assign liability and the corresponding fine to a single party to a vertical agreement that infringes Art. 5(1) of the Competition Law or Art. 101 of the TFEU (unlike currently, where all parties are liable and subject to fines, irrespective of their size and negotiation powers), following a cumulative assessment of: (i) each undertaking’s role in designing and implementing the agreement; (ii) the nature of the infringement; (iii) the presence of economic dependence or lack of countervailing bargaining power; and (iv) the need to restore competition. This rule would not apply, at least as per the draft law, to undertakings with more than 250 employees or turnover exceeding EUR 50 million (i.e., it only applies to SMEs).

If the proposed amendments are adopted, companies should expect broader merger notification exposure, increased engagement with the RCC in below‑threshold transactions, and a new potentially narrower approach to liability for vertical agreements.

The RCC’s report on competition developments in key sectors

The RCC’s report on competition developments in key sectors, issued in November 2025, concluded that Romania’s economic growth slowed down amid persistently high inflation and recent fiscal measures that reduced households’ real incomes and led to more cautious consumer spending. Tighter credit conditions and higher costs, including tax increases, have also weighed on the economy, discouraging investment. In addition, Romania’s high budget deficit continued to limit public investment. According to the National Commission for Strategy and Prognosis, the recovery is expected to be gradual, with a return to stronger growth anticipated by 2027, subject to fiscal consolidation and greater policy predictability.

Further insights from the RCC’s report on the functioning of markets included, among others, the following:

• Labour-market concentration emerges as a potential issue, with pockets of employer market power to trigger more scrutiny from the RCC towards no-poach and other related restrictions;
• In retail, the extension of trade mark-up caps are prone to create distortions, discourage investment, and shift pressure onto suppliers;
• Private labels expand, reshaping bargaining power and intensifying competition with manufacturers;
• Corporate fundamentals weaken: more firms closed than opened in 2024, and liquidity indicators deteriorate;
• 43% of companies remain under-capitalised, limiting access to credit and slowing down investment.

II. Mergers & acquisitions

The final months of 2025 were marked by intense merger control activity in Romania, with the RCC playing a particularly active role in scrutinising complex transactions across several key sectors. A notable feature of this period was the authority’s increased reliance on behavioural and structural commitments to address competition concerns.

One of the most prominent transactions under scrutiny was the proposed acquisition of the La Cocos retail chain by the Schwarz Group. In November 2025, the RCC formally expressed concerns that the transaction could lead to local market concentration, higher consumer prices, and increased dependency of certain suppliers, some of whom relied on La Cocos for a substantial share of their turnover. To address these issues, in December 2025 the Schwarz Group submitted a comprehensive package of commitments, which was subsequently published for public consultation. These included maintaining La Cocos’s low-price business model, capping gross margins for a defined period, preserving the operational and commercial independence of the chain, and introducing safeguards to protect exclusive suppliers from unjustified delisting practices.

The healthcare sector also attracted significant attention. In the context of Mehiläinen Oy’s acquisition of the Regina Maria medical group, the RCC identified potential issues, in particular on the market for assisted human reproduction services. To address these concerns, Mehiläinen proposed targeted commitments, such as price caps for certain services and undertakings not to bundle or condition access to assisted human reproduction services, thereby ensuring continued affordability and patient choice.

Finally, consolidation in the telecommunications sector culminated in Decision No. 199 dated 25 July 2025, published in October 2025, whereby the RCC conditionally cleared the acquisition of Telekom Romania Mobile by Vodafone. The clearance was subject to stringent commitments concerning investment obligations, network coverage, service quality, and spectrum allocation, aimed at mitigating the anticompetitive effects resulting from the reduction in the number of mobile network operators from four to three.

III. New investigations

The end of 2025 was marked by a significant intensification of antitrust enforcement by the RCC, with several major investigations either concluded or actively pursued across a broad range of sectors.

The RCC announced that it sanctioned, for the first time, “no‑poach” agreements on the Romanian labour market. Eight companies operating mainly in the automotive manufacturing, engineering, and technical services sectors, including Automobile‑Dacia SA and Renault Technologie Roumanie SRL, were fined an aggregate amount of approximately EUR 32.15 million for having agreed not to recruit each other’s employees, and for conditioning hiring on prior consent. The decision signals a clear enforcement priority in the area of labour‑market collusion and aligns Romanian practice with emerging international trends.

In December 2025, the authority finalised another high‑profile investigation in the tobacco sector, imposing fines totalling approximately EUR 26.6 million for resale price maintenance practices in relation to heated tobacco products. The RCC found that Philip Morris Trading SRL and two of its distribution partners had coordinated resale prices, discount levels, and promotional campaigns for IQOS products, thereby restricting distributors’ commercial independence. The case reinforces the RCC’s strict approach to vertical price‑fixing and its willingness to impose substantial fines in markets with direct consumer impact.

Enforcement efforts also expanded through investigative measures. In October 2025, the RCC carried out dawn raids at the premises of several major grocery retailers, including cash‑and‑carry operators, hypermarkets, and supermarket chains. The inspections targeted potential unfair trading practices in the agri‑food supply chain, with a particular focus on the dairy sector, under the national rules transposing Directive (EU) 2019/633.

Not least, the RCC also recently announced that it fined 27 companies on the market for vehicle maintenance and repair services (25 companies are/were part of the authorised service network Auto Italia Impex SRL) a total of approximately EUR 2.9 million for coordinating their behaviour to fix/standardise labour rates, spare parts prices, and other commercial terms in dealings with certain insurers, thereby eliminating competition among repairers.

Two insurers supported the coordination of the repairer’s behaviour and were fined RON 6.7 million in total. The case began with a leniency application, with one of the companies receiving full immunity. All 27 sanctioned companies acknowledged the infringement and obtained fine reductions.

IV. Conclusion

The final quarter of 2025 underscores the RCC’s strengthened enforcement agenda. Through targeted investigations, conditional merger clearances, and proposed legislative amendments, the authority has broadened both the scope and intensity of competition law enforcement in Romania.

Moreover, the proposed legislative reforms signal a more intrusive and proactive approach, requiring companies to reassess competition law compliance and transaction planning at an earlier stage.