In terms of competition, the year 2024 was marked by 2 important milestones – the first part of the year, until the appointment of the new Plenum of the Competition Council, during which the authority focused on finalizing some internal issues (rulings and other procedural matters), and the second part of the year, when the new Plenum of the Competition Council started its activity, showing the first signs of the strategy for the next two and a half years.
On the competition side, 2025 will be an intense year, with important cases likely to be finalized (impacting key segments of the economy, possibly even in the financial-banking sector), but could also nee the launch of new investigations. The current positioning of the Competition Council is clear – it is a market surveillance and control authority that will focus on increasing the number of new investigations and analyses. It is expected that the number of cases where sanctions are not applied to decrease even more and, also, the overall level of sanctions to increase. The case completion rate and the average duration of investigations will very much depend on the authority’s ability to maintain its specialized human resource and to increase recruitment from outside the organization, in a context where the public sector is going through a freeze or reduction of personnel.
2025 may also provide further guidance on the setting out of principles of (competitive) conduct in certain key areas, in particular – IT and digital, banking and finance, food retail, pharmaceuticals, and with regards to unfair competition.
If the assumptions outlined above are confirmed, both the number of complaints (including those made through the competition whistleblower platform) and the number of challenges of sanctioning decisions will increase, especially if the pressure to finalize old investigations will result in cases with less evidence to support the allegations against the investigated parties.
Moreover, the position of the competition authority as a dialogue partner in its relationship with the business environment, including in terms of merger control and its role in analysing foreign direct investments, remains essential. From this perspective, any measures that will simplify the administrative process and that would contribute to a transparent and constructive dialogue will have a positive effect on the economy (including in terms of maintaining Romania’s attractiveness for investment).
In terms of what can be done, the competition authority can provide a broader framework of recommendations and guidance that will allow business predictability as to whether certain transactions need to be notified or whether certain market behaviours need to be established.
Finally, we anticipate that the competition authority will continue sectoral screening in key areas of the economy, particularly those concerning markets with a major impact on the population.
A. Antitrust investigations. New powers for the Competition Council
Even if in the early part of 2024 the activity of the competition authority was moderate, since the vacancies within the Plenum of the Competition Council was filled in in April 2024, there has been an increase in the number of dawn raids, new cases and new analyses and, by the end of the year, a number of important cases were finalized (and significant sanctions were imposed).
Thus, investigations such as those on bookshops and publishing houses, the cement market, marketing and promotion activities in the pharmaceutical market, as well as key public procurement cases were finalised in 2024.
The competition authority has also launched major antitrust investigations, such as concerning Cisco and its partners or into the potential restrictions generated by the marketing of Nike branded sportswear, involving Nike European Operations Netherlands B.V.
The fines imposed in 2024 exceeded those of the previous year (more than EUR 70 million), thus confirming the higher sanctions trend.
Although there are a significant number of ongoing investigations, it is likely that the number of new investigations launched by the authority will increase in 2025, in parallel with the conclusion of many previous investigations. The completion of some sector inquiries could indicate that new antitrust investigations may be launched.
An important factor in the authority’s level of activity would be determined also by the feedback received from the markets, either formally – through complaints – or informally, including through via competition whistleblower platform.
Following on, we anticipate that the key areas of economic activity to be targeted will be, in particular, the energy sector (covering its various branches), the IT / digital sector, the pharmaceutical sector, the food segment, the automotive industry (where there already are ongoing investigations), but also the area of public procurement for new development projects (especially as a result of the intensified implementation of the PNRR).
B. Sector inquiries
2024 continued to be a relevant year in terms of sector inquiries. In 2025, we expect for such assessments to continue, with sectors with an impact on population (such as electricity, natural gas, fuels, medicines and medical services, banking, online trade, transportation services, building materials or IT/digital area) to remain under the authority’s spotlight in 2025.
Potential economic turbulence may increase pressure on costs and revenues in all sectors of activity and could trigger investigative interest on the part of the competition authority, in particular in order to be able to check and prevent the occurrence of behavioural coordination beyond the limits allowed by the legislation.
C. Sanctions
In the recent period, an increase in the base level of fines is observed, as well as the tendency to escalate the sanction by considering the global turnover on the sanctioned undertaking. This trend is expected to continue in 2025. From this perspective, the increase of the level of fines will also generate more litigation from the sanctioned undertakings and, also, would determine such to be less prone towards settlement procedures (especially if the resulting fine will affect the financial stability of the sanctioned undertaking).
A disproportionate increase of the level of fines imposed on the undertakings under investigation, especially in difficult cases where the allegations are rather unclear or the evidence is insufficient (such as in the case of investigations concerning the exchange of commercially sensitive information), is a dangerous and irreversible process, which may significantly affect the markets where such sanctions are imposed and, ultimately, the consumers.
It is also important for the competition authority to continue its actions aimed at identifying ways to solve investigations without imposing fines (for example, by accepting commitments or remedies), especially in the current economic context, when Romania’s economy may well enter a period of stagnation or even recession.
D. Economic concentration and control of foreign direct investment
2024 was an intense year from a merger control perspective, with a significant number of cases being analysed by the authority. Among other, the competition authority analzyed (i) the takeover of the Profi chain by the Ahold Delhaize Group, which involved a lengthy and detailed analysis, ending with complex (behavioural and structural) commitments, and (ii) the takeover of Telekom Romania – a complex transaction with both competition and national security implications.
Sustaining efforts to reduce the length of the investigations and the time taken to issue authorization decisions is essential, in a context where preserving the confidence in the authority’s ability to react promptly to the market’s trading needs is paramount.
On the other hand, in 2025, the Competition Council will need to provide even more support in relation to foreign direct investment regime (this now formally covers both non-EU and EU investors, including Romanian investors). Absent clear guidance and given the broad interpretation of areas where there may be national security implications, there is a risk that there will be a flood of FDI notifications, generating delays or lack of predictability in terms of the timing of the approval of investments. The number of foreign investment reviews has surpassed twice the number of mergers, this excluding those cases where the parties have requested clarifications from the authority in the absence of a formal notification.
Possible solutions are, on the one hand, ensuring sufficient and specialized personnel and, on the other hand, issuing clarifications on the security control areas, excluding certain types of investments (such as internal restructuring or purely financial loans), but also streamlining the response process, especially for investments done by European investors, which have limited or no impact on national security. Also, a possible increase of the EUR 2 million threshold above which foreign investments should be notified, could help reduce the number of reviews that the relevant authorities have to carry out.
E. Dawn raids
Although the number of dawn raids is difficult to estimate, it will certainly increase compared to 2024, as this tool is expected to remain the main means of information gathering by the competition authority. It is also expected that the competition authority will continue to carry out forensic procedures, as well as inspections of personal equipment.
F. Challenging the Competition Council decisions
It is important to note that there is a trend of the courts of law for overturning some decision issued by the competition authority, which is a normal phenomenon that will bring real benefits to the overall competition analysis and, also, more predictability. In 2025 ,several proceedings may be finalized before the Bucharest Court of Appeals and the Supreme Court, which may either set or re-set certain elements of competition evidence/analysis.
By Catalin Suliman and Silviu Vasile, Partners, Filip & Company