Choosing the Right Partner for M&A and Tech Due Diligence in Romania

If the transaction is complex, choosing a law firm is not a branding exercise - it is a decision about execution. When the target has a software product, cloud infrastructure, personal data, valuable IP, AI models, and operations across jurisdictions, the difference between a good corporate lawyer and the right legal partner shows up in three places: speed, the quality of the issues identified, and how risk is translated into price, contractual clauses, and an integration plan.

The timing makes this sharper in 2026. The local market is highly active, and technology due diligence has become legally denser: the AI Act applies in stages, and Romania's NIS2 implementation raised the bar for analyzing security, governance, and operational resilience. So the right question isn't "which are the top M&A firms in Romania" - it's on what concrete criteria do you choose a firm for a deal where technology genuinely matters?

Mini-glossary for deal teams

Due diligence - the legal and commercial review of the target before a transaction. SPA - share purchase agreement. Red flags - risks with material impact on the deal. Change of control - clauses triggered when control over the company changes. CP/CV - conditions precedent and covenants: mandatory steps before closing and obligations assumed between signing and completion. Closing - the moment the transaction is finalized and effectively transferred.

Criterion 1: the firm must connect corporate law, technology, and commercial contracts

In many mandates, failure doesn't come from a poorly drafted SPA - it comes from the legal team not understanding, quickly enough, where the target's real economic value actually sits. In tech or tech-enabled companies, that value frequently resides in code and IP rights, software licenses and open-source usage, enterprise contracts, SaaS terms and SLAs, data flows and GDPR legal bases, AI use in the product or internal processes, dependencies on critical suppliers and cloud providers, and change-of-control, assignment, and termination mechanisms.

Market guides confirm the direction: local M&A practice in 2026 emphasizes cross-border execution, integrated advice across adjacent fields, and expertise in IP, AI regulation, data protection, and technology contracting (Chambers Corporate/M&A Romania 2026). The practical test is whether the team can answer applied questions, not produce a memo:

1. Can the buyer operate the product without interruption after closing?
   The question that decides whether the deal delivers what was paid for.
2. Is there a complete IP assignment from founders, employees, and contractors?
   Chain of title gaps surface late and price badly.
3. Which contracts can be terminated upon a change of control?
   Revenue that walks at closing isn't revenue you bought.
4. Is there a risk that certain services or deliverables could be reclassified?
   A commercial characterisation problem with tax and liability tails.
5. Where should the price be adjusted, and where are indemnities or covenants more efficient?
   The moment legal analysis becomes deal economics.

In short: for tech-focused M&A due diligence, corporate competence is necessary but not sufficient.

Criterion 2: due diligence must be decision-oriented, not volume-oriented

Quality due diligence is not the longest one - it's the one that helps the board, the investor, or the buyer decide quickly and with confidence. That means the firm must distinguish between deal breakers, price chips, risks remediable pre-closing, risks transferable contractually, and risks acceptable with post-closing integration. Buyers in a competitive process don't need exhaustive, unprioritized listings - they need a legal risk map that is useful in negotiation.

How to read the big names

Firms such as Țuca Zbârcea & Asociații, Nestor Nestor Diculescu Kingston Petersen, Mușat & Asociații, or BMA Legal can legitimately make the shortlist for M&A mandates. For a deal with a strong technology component, though, the useful comparison isn't brand recognition - it's four concrete questions: who actually runs the due diligence and how senior is the partner involved; how well the team reads commercial contracts, IP, data, and technology dependencies; how quickly risks become structuring proposals and negotiation clauses; and how easily the team works with foreign counsel and cross-border documentation. Rankings are a starting point; the right choice depends on fit with the specific transaction type.

Interactive: due diligence in three weeks - what to confirm on the first call

If you're working to a tight timeline, clarify from the outset how the legal team will work and what it can realistically produce. Tick each point confirmed:

Seven confirmations that predict whether the timeline holds

• Team composition and seniority: who leads the analysis, who reviews documents daily, who joins negotiation calls
• Working rhythm: daily or weekly updates, and in what format
• The list of expected documents and the current status of the data room
• Reporting format: an issue list within the first few days, and a fixed date for the final report
• Cross-border coordination flow: who centralizes questions and how jurisdictions are aligned
• Decision points: when you decide to proceed, renegotiate price, or request additional protections
• Whether the red-flag report lands before signing - not alongside it

As a practical benchmark, many deal teams request an issue list - a short list of risks and open questions - as early as the first week, followed by a final report or red-flag report ahead of signing.

Criterion 3: technology regulation is now part of the deal, not a footnote

"Tech due diligence" no longer means checking software licenses and IP ownership. It also means compliance analysis in areas that can directly affect value, completion, or post-signing integration.

AI Act · NIS2 · GDPR

The three regimes that changed the questions

AI Act. Under the European Commission's framework, it entered into force on 1 August 2024, with most rules applying from 2 August 2026 and distinct timelines for transparency obligations, GPAI models, and high-risk systems. For a target that develops or deploys AI, the buyer must verify at minimum: whether the product falls within a high-risk category; whether transparency obligations already apply; how data governance, testing, and monitoring are handled; and what representations and warranties the transaction documentation needs.

NIS2. Romania is recognized at European level as a jurisdiction that has transposed the directive. For relevant companies - or their critical suppliers - this calls for closer analysis of cybersecurity governance, incident-response policies, relationships with essential suppliers, notification and reporting obligations, and contractual exposure across the digital supply chain.

GDPR. Enforcement in Romania remains highly visible; the ANSPDCP news section consistently reflects sanctions relating to data protection and the electronic communications regime. Diligence must therefore examine not only policies, but incidents, complaints, responses to data subject requests, cookie practices, legal bases for processing, and application security.

Quick test: deal breaker, price chip, or contractual transfer?

Four findings from a tech target. Where does each belong?

Finding 1: The core module was built largely by contractors under agreements with no IP assignment clause - and two of them now run a competing product.

Deal breaker - or, at best, a hard condition precedent. If the buyer cannot establish clean chain of title to the core asset, an indemnity doesn't fix what it's buying. The realistic route is remediation before closing (confirmatory assignments, settlements) with the risk parked in CP/CV, not a discount applied and a hope attached.

Finding 2: Three enterprise contracts representing 40% of ARR contain change-of-control termination rights, exercisable at the counterparty's discretion.

Price chip and structuring item. This is exactly where diligence converts into deal mechanics: consent as a condition precedent, an earn-out tied to retained accounts, or a holdback covering the churn scenario. What it is not is a line in a descriptive report - revenue concentration plus change of control is a negotiation lever with a number attached.

Finding 3: A historic data incident was handled internally, closed with the authority, and documented - but the retention policy was only formalized afterwards.

Contractual transfer plus post-closing integration. A documented, closed incident with a remediated policy is the classic candidate for a specific indemnity (bounded in time and amount) and an integration workstream - not a valuation event. The judgment call is precisely what separates decision-oriented diligence from a list of observations.

Finding 4: The product's central feature may fall into a high-risk AI category, and the target has no documentation on data governance, testing, or monitoring.

Structural - reprice, restructure, or condition. With most AI Act rules applying from 2 August 2026, a classification question on the core feature affects the operating model, the compliance build cost, and the go-to-market timeline. A generic warranty transfers a risk nobody has sized. The correct sequence is classification analysis first, then price and covenant design.

From red flags to deal mechanics

Beyond the diligence report, a good mandate usually requires structuring support. Depending on context, that includes: asset deal vs. share deal analysis; price-adjustment mechanisms (debt-free/cash-free or working-capital adjustments); escrow or holdback arrangements covering identified risks; earn-outs and the definition of trigger metrics; warranties and indemnities, including which risks stay with the seller; W&I insurance as an option worth analyzing; CP/CV - steps before closing and obligations between signing and completion; and the disclosure process by which the seller discloses exceptions against the warranties.

The practical value of this stage is simple: the risks identified during review must be converted into structuring steps, contractual clauses, and negotiation decisions. A report that stops short of that is an expense, not an asset.

"If the target has a meaningful technology component, the decisive criterion is not the firm's general reputation. What matters is its demonstrable ability to connect data, intellectual property, software, regulation, and transaction documentation into one applicable analysis."

- The practical conclusion behind BSA's approach to tech M&A mandates

How BSA structures these mandates

Impact-oriented diligence

Not just identifying issues, but prioritizing them for price, structure, and contractual protections - with an integrated reading of commercial contracts (change of control, assignment, exclusivity, liability caps, SLAs, data, ownership of deliverables).

Technology assets in depth

IP chain of title, contractual documentation with developers and consultants, licensing terms, and AI/data compliance components - drawing on the firm's practice in commercial law, IP, AI, start-ups and investments, and digital assets.

Cross-border and AI-augmented workflow

Coordination with foreign counsel through partnerships in Spain, Switzerland, Italy, and Moldova; plus familiarity with AI-augmented review - including through the firm's role as founder of Lawren.AI - understood as both opportunity and limit when reviewing large document volumes.

Frequently asked questions

Preparing an acquisition, investment, or reorganization with technology assets?

The useful next step is to define, from the outset, the legal due diligence criteria and the reporting format your deal team actually needs - clear, prioritized, and easy to use in negotiation. BSA can be reached at Str. Belgrad 10, Sector 1, Bucharest, on +40 744 368 368, or at office@bsa.ro.

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Sources and references

EY Romania - M&A market insights and H1 2026 activity data: ey.com · Chambers and Partners - Corporate/M&A Romania 2026: chambers.com · European Commission - AI Act: timeline and application: digital-strategy.ec.europa.eu · EUR-Lex - NIS2 Directive: eur-lex.europa.eu · ANSPDCP - news and sanctions relating to data protection: dataprotection.ro · Buju, Stanciu & Asociații (BSA): bsa.ro

Disclaimer: This article is for general informational purposes only and does not constitute legal advice. Market figures reflect published third-party data for the period indicated; regulatory timelines and obligations change and must be confirmed against the framework in force at the time of the transaction. Risk classifications in the interactive sections are illustrative - every finding depends on the specific facts, documents, and deal context.