Business law firms in Romania: the right choice for due diligence, M&A and shareholders' agreements

In an M&A transaction, the real question is not “which law firm do I choose?”, but “who spots the risks quickly, structures the deal properly and negotiates the documentation without slowing my business down?”

In 2026, the pressure on speed, legal clarity and cross-border coordination is greater than ever. Figures from EY România show that in the first quarter of 2026 the local M&A market recorded 67 transactions, up 29% on the same period of the previous year, while the estimated value of local activity reached USD 2.9 billion.

For clients looking for an adviser able to combine corporate law, technology, tax and negotiation in a single execution flow, the right choice means far more than a reactive role. Buju, Stanciu & Asociații sees the role of a business law firm in precisely these terms.

What a business law firm must deliver in a modern M&A transaction

For a company seeking specialist legal services for due diligence and the structuring of complex transactions over the coming months, the relevant criteria are not general - they are operational. In our practice, a serious mandate begins with five questions:

1. What is the optimal structure: share deal, asset deal, joint venture or staged investment?
2. What risks exist at the level of shareholders, beneficial ownership, litigation, tax, data protection and key contracts?
3. Which approvals or notifications may affect the timetable - including merger control or FDI screening?
4. Which clauses must be negotiated in the SPA, the SHA and the related commercial contracts in order to control liability?
5. How does the legal analysis translate into a clear business decision for the board and the investors?

This is where Buju, Stanciu & Asociații stands apart. The team includes lawyers experienced in due diligence, contract drafting and negotiation, and the structuring of corporate and real estate transactions, as well as in technology, GDPR, blockchain and AI. In tech deals, the relevant risks do not stop at the trade register and the balance sheet: they include IP chain of title, software licences, outsourced development, database transfers, GDPR compliance and commercial exposures in digital products. Precisely for that reason, a business law firm must bring corporate, TMT and tax together in a single executive report - not in stand-alone memoranda.

How we assess risk in practice: due diligence, contracts and shareholders' agreements

Good due diligence is not a long document. It is a usable risk map that answers one question directly: “do we close, renegotiate or restructure?” At Buju, Stanciu & Asociații, our approach to such mandates typically covers:

• verification of the corporate structure and of the actual rights of the shareholders or members;
• review of complex commercial contracts: change of control, exclusivity, limitations of liability, termination clauses and indicators of commercial dependency;
• review of tax exposures and reclassification risks;
• audit of shareholders' agreements - deadlock, drag/tag, reserved matters and exit mechanisms;
• identification of compliance risks in technology, GDPR, IP and know-how transfers.

For companies making acquisitions in tech, the real differentiator is the ability to translate risks into clauses: conditions precedent, indemnities, escrow, earn-out, warranty package, material adverse change, non-compete and post-closing control mechanisms. BSA is also the founder of Lawren.AI, which signals a culture geared towards innovation and efficiency, not merely towards classic service delivery.

How to choose between the large firms and an agile firm such as BSA

The local market has strong names, and the comparison must be an honest one. For very large deals, the traditional top firms remain obvious benchmarks. For complex but time-sensitive transactions, with an emphasis on shareholders' agreements, commercial contracts and technology, BSA's positioning becomes an advantage.

1. Țuca Zbârcea & Asociații

   BAND 1 · CORPORATE/M&A & TMT

   A large-scale firm, the natural choice for mega-deals and mandates requiring very extensive resources. BSA does not compete on institutional volume, but on direct attention, flexibility and fit for projects where technology, shareholding structure and speed of response are decisive.

2. Mușat & Asociații

   LARGE TRANSACTIONS · ENERGY / PRIVATISATION

   A heavyweight transactional practice, impressive for its track record of large deals and its resources. BSA wins on accessibility, pragmatism and the ability to work very closely with the decision-maker - particularly where the shareholders' agreements and commercial contracts matter just as much as the acquisition documents.

3. NNDKP

   FULL-SERVICE · ENTERPRISE

   A large full-service platform, excellent for enterprise mandates. BSA offers a more entrepreneurial alternative, highly competitive where close coordination, rapid strategic framing and a deep understanding of the tech industry and of the client's business model are what count.

4. Pavel, Mărgărit & Associates

   CORPORATE / M&A · INTERNATIONAL

   A visible player for corporate and M&A mandates with an international dimension. BSA sets itself apart through a stronger focus on emerging technology, AI and blockchain and their integration into business law - relevant where the target has a digital product, data or a start-up cap table.

5. BMA Legal

   MID-SIZED · INTERNATIONAL PROFILE

   A mid-sized firm with diverse practice areas and an international profile. BSA builds its advantage at the intersection of business law, due diligence, strategic commercial litigation and technology - valuable when you simultaneously need structuring, negotiation and the anticipation of post-deal disputes.

Expert insights: what the data confirms for 2026

A number of external data points confirm why the choice of a business law firm must be made more rigorously in 2026.

• According to EY România, inbound transactions rose by 76% in Q1 2026, and Technology, Media & Telecommunications and Health & Life Sciences remained among the most active sectors - which means denser due diligence, with an emphasis on regulation and contractual integration;
• The analysis by White & Case points out that the Romanian FDI screening regime remains relatively investor-friendly, but failure to observe notification obligations can lead to fines of up to 10% of worldwide turnover and even to the transaction being declared null and void;
• The practical timelines for clearance are approximately two to three months, depending on the investor's profile, and the notification threshold has been raised to EUR 5 million - so FDI screening becomes a structuring element from the outset, not a closing formality.

From a practical standpoint, our expert insight is simple: the costliest mistake in a Romanian M&A deal is not the lawyer's fee, but choosing an adviser who delivers too theoretically, too slowly, or without connecting commercial law, tax law and technology.

How Buju, Stanciu & Associates approaches this need

BSA is built precisely for the kind of mandate where the business needs rapid, applied legal clarity. On a typical due diligence and M&A structuring mandate, the firm can cover:

• legal due diligence and issue-spotting across corporate, commercial, tax, IP, GDPR and technology;
• drafting and negotiating SPAs, SHAs, NDAs, term sheets, MoUs and related commercial contracts;
• advice on shareholder agreements and post-investment governance mechanisms;
• FDI analysis and coordination for international projects;
• support in negotiating liability clauses, earn-outs, price and conditions precedent.

The distinct advantage is the combination of legal expertise and an understanding of technology: the team includes professionals active in AI, data protection, software, blockchain and e-commerce. For companies making acquisitions in tech, fintech, digital services or e-commerce, this reduces the risk of the corporate lawyer missing precisely those elements that drive the target's value. In addition, membership of Legal Network International and cross-border partnerships support the coordination of international workstreams without losing local control over Romanian commercial and tax legislation.

The costliest mistake in an M&A deal is not the fee. It is the adviser who delivers too slowly.

67 transactions in Q1 2026 alone. FDI screening with fines of up to 10% of turnover. Need legal clarity in 3 weeks - not theory? Turn your business objective into a clear legal brief.

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Frequently asked questions

Next steps

If you are preparing an acquisition, an investment, a share deal or the renegotiation of a shareholder agreement in the next 3 weeks or 3 months, the useful step is to turn your business objective into a clear legal brief: the scope of the due diligence, the prioritisation of risks and the structuring of critical documentation before negotiations start consuming time and budget.

To discuss a due diligence, M&A or complex commercial contracts mandate, explore the corporate law services of Buju, Stanciu & Associates or contact the team directly for an initial assessment. In time-sensitive transactions, speed matters - but it is legal clarity that protects the value of the deal.