Business law firms in Romania: how to choose the right partner for due diligence, M&A and complex commercial contracts
By Marius Stanciu, Partner - Buju, Stanciu & Associates Practice areas: commercial and corporate law · M&A and due diligence · fintech/crypto (MiCAR) · technology and AI Qualified associate lawyer, Bucharest Bar · Member firm of Legal Network International and Interlegal Legal review by: Victor Buju, founding partner · Last updated: 18 June 2026
In an M&A transaction, the real question is not simply “which law firm do I choose?”, but “who can identify the risks quickly, structure the deal correctly and negotiate the documentation without slowing the business down?”
In 2026, the pressure on speed, legal clarity and cross-border coordination is high. Figures published by 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, with the estimated value of local activity reaching USD 2.9 billion. In parallel, the Chambers Corporate M&A 2026 - Romania guide points to robust deal volume, with an emphasis on consolidation, energy, technology and projects with a regulatory component.
Against this background, the role of a business law firm is far more than reactive. For companies seeking support on due diligence, M&A deal structuring, shareholders' agreements and projects with an international element, the decisive criterion is the adviser's ability to bring business law, technology, tax and commercial negotiation together in a single execution flow.
67
M&A transactions in Q1 2026, +29% year on year (EY)
$2.9bn
estimated value of the local M&A market in Q1 2026
+76%
growth in inbound transactions in Q1 2026 (EY)
€5m
FDI notification threshold; fines of up to 10% of turnover
What a business law firm must deliver in a modern M&A transaction
For a company that needs due diligence legal services and the structuring of an M&A transaction within a short timeframe, the relevant criteria are operational, not general. A serious mandate usually starts from five questions:
- What is the optimal structure: share deal, asset deal, joint venture or staged investment?
- What risks exist at the level of shareholding, beneficial ownership, litigation, tax, data protection and key contracts?
- Which approvals or notifications may affect the timetable - including merger control or FDI screening?
- Which clauses must be negotiated in the SPA, SHA and related commercial contracts in order to control liability?
- How does the legal analysis translate into a clear business decision for the board and the investors?
According to the BSA team page, the firm includes lawyers experienced in due diligence, drafting and negotiating contracts, structuring corporate and real estate transactions, as well as in technology, GDPR, blockchain and AI. The start-up and investments practice expressly covers legal and financial due diligence, investment documents, investor rights agreements, share purchase agreements and exit assistance.
This combination matters in tech deals, where 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. That is why bringing the corporate, TMT and tax practices together in a single executive report - rather than in separate memoranda - is a practical requirement, not a marketing argument.
The local market comprises both large, full-service firms with extensive teams and multi-jurisdictional coverage, and specialist boutique firms with more agile structures. For a mandate in which the founders, the investors and the company need direct access to the partner and a negotiable document within a short time, the boutique profile - business law expertise combined with technology - is often a good fit for mid-market, venture and time-sensitive cross-border projects.
How risks are assessed in practice: due diligence, contracts and shareholders' agreements
Useful due diligence is not a lengthy document but a risk map that answers one question directly: “do we close, renegotiate or restructure?” For mandates of this kind, a structured approach typically includes:
- verifying the corporate structure and the actual rights of the members or shareholders;
- analysing complex commercial contracts: change of control, exclusivities, limitations of liability, termination clauses and indicators of commercial dependence;
- reviewing tax exposures and reclassification risks;
- auditing shareholders' agreements: deadlock, drag/tag, reserved matters and exit mechanisms;
- identifying compliance risks in technology, GDPR, IP and know-how transfer.
The practical 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. For companies acquiring targets with a digital product, data, software licences or a start-up-specific cap table, experience in AI, blockchain, e-commerce and data protection - as described on the BSA areas of expertise page - feeds directly into the quality of the due diligence.
How to choose a law firm for M&A and due diligence in Bucharest: 8 assessment criteria
Whether the mandate concerns a share deal, a shareholders' agreement or the handling of a post-deal dispute, the selection decision can be structured around eight criteria. The table below can be used as an assessment grid for any firm, before sending out a request for proposal.
# | Criterion | Why it matters | What to check |
|---|---|---|---|
1 | Relevant experience | Relevance to the specific type of mandate (M&A, share deals, due diligence, post-deal litigation) matters more than the size of the firm. | What comparable transactions has the team led? In which sectors and jurisdictions? |
2 | Availability and response time (SLA) | The ability to start the mandate within the required time frame has a direct impact on the transaction timetable. | What is the initial response time? Can the team actually start within 3 weeks? Who takes over if the partner is unavailable? |
3 | Conflict of interest checks | An undetected conflict can compromise the mandate or delay closing. | How long does the conflict check take? Are there any relationships with the shareholders, the target or the opposing parties? |
4 | Communication cadence | Predictable reporting reduces uncertainty for the board and for investors. | How often will you receive updates? Who is the single point of contact? In what form is reporting delivered? |
5 | The fee model | Cost transparency allows accurate budgeting and avoids surprises. | Fixed fee, hourly, capped or success fee? Is there an estimate per phase and a notification threshold if it is exceeded? |
6 | Capacity for urgent applications and filings | Some stages are time-sensitive (presidential ordinances, interim relief, notifications). | Can the firm prepare and file urgent applications within 24–72 hours? Is there cover outside standard working hours? |
7 | Asset protection and freezing | Preserving value in disputes or post-closing depends on tools such as precautionary attachment and escrow. | Does the team have experience with precautionary attachments, escrow and post-closing protection mechanisms? |
8 | Team seniority and partner involvement | Direct access to the lawyer who takes the decisions shortens decision-making and improves the quality of the strategic framing. | Does the partner work on the mandate directly or merely supervise? What is the actual structure of the team assigned? |
↔ On small screens, the table can be scrolled sideways.
This grid closes the gap between a selection based on reputation and one based on a genuine fit with the mandate.
Large full-service firm vs. boutique firm: how to decide
The local market includes strong names, and the comparison is worth making honestly, on the basis of the type of mandate - not the brand.
Large, full-service firm
Suited to very large, multi-jurisdictional deals or to heavily regulated sectors, where extensive teams and significant resources are required. That institutional strength usually comes bundled with more elaborate internal processes and larger teams.
Boutique business law firm
Often a better fit where direct access to the partner, speed of response, sensitivity to the technology ecosystem and close coordination with the decision-maker are what count. For time-sensitive mandates focused on shareholder agreements, commercial contracts and a tech component, the boutique profile can deliver more practical value per unit of time.
In this segment, Buju, Stanciu & Associates positions itself at the intersection of business law, due diligence, commercial litigation and emerging technology (AI, blockchain, e-commerce, data protection), as set out on the areas of expertise page. For companies that need structuring, negotiation and the anticipation of post-deal disputes all at once, this combination of skills is relevant.
Expert insights: what the data confirms for 2026
A few external data points explain why choosing a business law firm deserves rigorous attention 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 that overlooking notification obligations can attract fines of up to 10% of worldwide turnover and even nullity of the transaction;
- Practical clearance timelines run to approximately two to three months, depending on the investor's profile, and the notification threshold was raised to EUR 5 million in Q1 2026 - so FDI screening becomes a structuring item from the outset, not a closing formality.
A practical observation: 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 and technology.
How Buju, Stanciu & Associates approach this type of mandate
The profile on Legal Network International confirms simultaneous coverage of traditional areas and innovative sectors such as artificial intelligence and technology. For a typical due diligence and transaction structuring mandate, the services covered include:
- 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, escrow arrangements and conditions precedent.
The team includes professionals active in AI, data protection, software, blockchain and e-commerce. Membership of Legal Network International and of the Interlegal network - BSA being, according to CCIFER, the only law firm in Romania that is simultaneously a member of both networks, with coverage in more than 90 jurisdictions - supports the coordination of international components without losing local control over Romanian commercial and tax legislation.
The most costly 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. Turn your business objective into a clear legal brief - before negotiations start eating into time and budget.
Frequently asked questions
How do I choose between a large firm and a more agile business law firm?
Choose according to the real complexity of the mandate, the deadline and the level of senior involvement you actually get. For very large deals, big full-service firms may be the right fit; for fast-moving mandates with a tech component and intensive negotiation, a boutique firm can offer more practical value. The table with the 8 criteria above helps you make an objective comparison.
What should a request for proposals for M&A due diligence and shareholder agreement services include?
It should set out the structure of the transaction, the timetable, the jurisdictions involved, the type of due diligence required, the documents to be drafted or negotiated, the known risks and the business objectives.
Can Buju, Stanciu & Associates assist with international projects or technology investments?
Yes. The firm has expertise in business law, technology, AI, blockchain, commercial contracts and corporate transactions, as well as international connections through Legal Network International, which allows cross-border projects to be coordinated.
Next steps
If you are preparing an acquisition, an investment, a share deal or the renegotiation of a shareholders' agreement, a useful first step is to turn the business objective into a clear legal brief: defining the scope of the due diligence, prioritising the risks and structuring the critical documentation before negotiations start eating into time and budget.
To discuss a due diligence, M&A or complex commercial contracts mandate, you can visit the Buju, Stanciu & Associates website and areas of expertise or contact the team directly. In time-sensitive transactions, speed matters - but it is legal clarity that protects the value of the deal.