SPA, MoU & acquisition agreements / Romania
A Romanian share purchase agreement should connect the commercial bargain to verified ownership, project status and completion requirements. We assist buyers and sellers with MoUs, letters of intent, SPAs and the documents needed to implement the transaction.
Discuss Romanian transaction documentsThe decision in front of you
Exclusivity, price milestones and completion conditions can become binding before the project risks are understood. Generic drafting leaves the difficult questions for the moment a deal is under pressure.
Our response
We draft and negotiate MoUs, SPAs and related acquisition documents around the Romanian asset, the diligence findings and your commercial position. We make responsibilities, payment triggers and completion evidence clear before the parties commit.
We agree the depth of the review and the work needed for your decision. The scope can cover the following workstreams.
Before exclusivity or a deposit is agreed, identify which provisions are intended to bind the parties. Confidentiality, costs, exclusivity, governing law and dispute clauses need deliberate treatment. The document's title does not settle the effect of its operative wording.
The SPA should state what is acquired, how the price is calculated and when payment becomes due. Deferred payments, escrow, retention, debt adjustments and development milestones need evidence requirements, verification rights and workable consequences for disagreement.
Known issues should be connected to disclosure, remediation, specific indemnities and the scope of warranties. Liability caps, time limits, claim procedures and recovery security should be negotiated together. A broad warranty is not a substitute for resolving a material defect before completion.
Separate signing deliverables from conditions precedent and completion actions. Corporate approvals, regulatory clearances, third-party consents, release of security and payment steps need clear responsibility and a completion agenda. Consider how the transaction behaves if a condition is delayed or cannot be satisfied.
For solar, wind and BESS SPVs, define project maturity through specific documents and conditions. Land, permits, grid capacity, ANRE status and key contracts should support the milestone and price mechanism. Marketing descriptions such as RTB should not carry the entire contractual definition.
From instruction to delivery
Clear responsibilities, a documented position and actions tied to the next decision.
We define the transaction perimeter, exclusivity, binding terms and negotiation priorities.
We connect diligence findings to price, warranties, indemnities and objective completion conditions.
We work through signing authority, deliverables, corporate approvals and the closing record.
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. Its legal effect depends on the wording, obligations and applicable law. Binding and non-binding provisions should be expressly identified.
The workstreams can run in parallel, provided findings and disclosure are consistently reflected in the draft before signing and completion.
Your next step
Tell us the issue, the parties involved and the decision date. We will agree the scope and next steps with you.
