Legal due diligence / Romania
Legal due diligence tests whether the rights, obligations and risks presented by a Romanian target support the proposed acquisition. We structure the review around the buyer's investment decision and the protections needed in the transaction documents.
Discuss a Romanian acquisition reviewThe decision in front of you
A populated data room does not tell you whether the project rights are coherent, transferable or sufficient for your investment. A long issue list is of little use unless it changes a decision.
Our response
We investigate the Romanian company and its project documents, prioritise the findings and translate material issues into actions for your investment committee and deal team. The review connects to price, conditions precedent, warranties and specific protections.
We agree the depth of the review and the work needed for your decision. The scope can cover the following workstreams.
A red-flag review for an exclusivity decision has a different scope from full acquisition or lender diligence. We agree the target entities, materiality, review period, documents, reporting format and reliance arrangements before work begins. Financial, tax and technical specialists should have clearly allocated workstreams.
Review the chain of title to shares, corporate records, beneficial ownership information, signing authority, shareholder arrangements and restrictions on transfer. Inconsistencies between registers, signed instruments and seller explanations belong in an explicit issue list.
The review can cover material contracts, land and other assets, security, financing arrangements, permits, employment, intellectual property, data protection and disputes within the agreed scope. Consent, change-of-control and termination provisions should be tested against the proposed deal structure.
A report should distinguish confirmed issues, missing evidence and matters requiring specialist investigation. Material findings can become conditions precedent, price adjustments, disclosure requirements, indemnities, remediation duties or reasons to reconsider the transaction.
Solar, wind and BESS acquisitions require additional testing of land rights, grid documents, permits, ANRE status and project contracts. The corporate report and the energy review should use one consistent project and document register.
From instruction to delivery
Clear responsibilities, a documented position and actions tied to the next decision.
We agree the assets, materiality, report format and transaction timetable before reviewing the file.
We reconcile company, land, permitting, grid, ANRE and contractual records and raise targeted questions.
We distinguish issues to resolve before signing or closing from risks to price, allocate or accept.
Anonymised examples of legal mandates. Client identities and commercial details are not disclosed.
Legal support for one client across a package of five Romanian energy projects, connecting the acquisition of project SPVs with the underlying development documents.
Our role
MoU and SPA work, legal due diligence and coordination of project findings with the transaction documentation.
Legal support delivered
An integrated legal workstream across the five-project package, bringing the commercial terms, project review and acquisition documents together.
Legal support for a client pursuing three Romanian energy-project acquisitions through project SPVs.
Our role
MoU and SPA work and legal due diligence across the acquisition programme, linking the review of each project to its transaction documents.
Legal support delivered
Coordinated legal support across three acquisitions, maintaining a common approach to project review and transaction documentation while addressing each project's particular issues.
First conversation
No. A missing document is an evidence gap. Its significance depends on the legal requirement, transaction scope and alternative evidence available.
Only if its agreed scope is appropriate for the decision. A limited report should state its exclusions and cannot silently provide the assurance of a broader review.
Your next step
Tell us the issue, the parties involved and the decision date. We will agree the scope and next steps with you.
