Romania

Stratulat Albulescu provided Romanian legal assistance to Regent in connection with its acquisition of the Original Equipment Solutions (OESL) business unit from Continental’s ContiTech division. The transaction was completed on 2 February 2026, following the receipt of all required regulatory approvals. The project involved operations across more than 15 jurisdictions, reflecting the scale and cross-border complexity of the transaction. The mandate of Stratulat Albulescu team covered comprehensive Romanian law support up to completion, including assistance with the foreign direct investment (FDI) clearance process, coordination of local closing formalities and implementation steps, as well as post-completion matters. The transaction forms part of Continental’s broader strategic repositioning and carve-out of its OESL activities. OESL delivers advanced material and system solutions for industries such as off-highway mobility, mining, construction, energy management and automotive. Regent is a global private equity investment firm investing across diverse industries, including technology, consumer products, industrial manufacturing, and media and entertainment, with a focus on long-term value creation and operational transformation. Continental is a leading global tyre manufacturer, automotive supplier and technology partner offering solutions for vehicles, machines, traffic and transport. ContiTech, its industrial division, specializes in advanced material technologies and system solutions for sectors including off-highway mobility, construction, energy management and automotive. The Stratulat Albulescu team advising on the Romanian aspects of the transaction was led by Managing Partner Silviu Stratulat, with Partner Andreea Șerban, Managing Associate Alexandru Ulici and Associate Raul Aramă advising on M&A matters, and Partner Ana Kusak, Managing Associate Victor Iacob and Senior Associate Alexandru Lazăr advising on competition and FDI aspects. For any other information on this, please feel free to contact Delia Bijnea (Head of Marketing and Communications) at [email protected] or Anastasia Tache (Marketing Assistant) at [email protected].

In the Official Gazette of Romania no. 94 of February 5 2026, Decision no. 415 dated November 24 2025 of the High Court of Cassation and Justice was published, for the resolution of new legal issues (“Decision no. 415/2025”). Decision no. 415/2025 provides important clarifications for employers who resort to work performed during weekly rest days. Work performed on weekly rest days – the rule and the exception The Labour Code provides that employees are entitled to a weekly rest period of 48 consecutive hours, usually granted on Saturdays and Sundays. An employer may, however, request employees to work on weekly rest days, in respect of Article 137 paragraphs (2) and (3) of the Labour Code. This employer must (a) uphold the employee's right to weekly rest by granting, in the same week in which the employee performs weekend work, the 48 hours of rest; and (b) compensate the work performed in these circumstances with an allowance on top of the base salary, stipulated in the individual employment agreement or in the applicable collective bargaining agreement, as the case may be. Article 137 paragraphs (2) and (3) represent the rule regarding the performance and compensation of work on weekly rest days. The Labour Code provides, however, for an exception, namely Article 137 paragraphs (4) and (5). The exception refers to continuous work performed by the employee, with no rest granted each working week, but rather cumulatively at the end of the continuous work period. This period cannot exceed 14 days. Legal provisions require: (i) prior authorisation to proceed by the territorial labour inspectorate; (ii) approval from the trade union or employee representatives, as applicable; and (iii) granting a compensation consisting of double the overtime allowance, i.e. 150%. In Decision no. 415/2025, the High Court of Cassation and Justice emphasized the exceptional nature of the provisions of Article 137 paragraphs (4) and (5). Thus, an employee is entitled to compensation amounting to 150% only when these specific circumstances are met. Compensation for work on weekly rest days and for overtime – when and how they cumulate Overtime is the work performed by employees outside their normal working hours. As a rule, it is compensated by paid time off within 90 calendar days after its performance. Where this is not possible, it shall be remunerated in the following month with an allowance of at least 75%, in accordance with Article 123 paragraph (2) of the Labour Code. One and the same period of time may be considered both overtime and hours worked on weekly rest days, for which employees must be compensated accordingly. In practice, the relevant legal provisions have been interpreted in different ways, with the 150% compensation provided for in Article 137 paragraph (5) being considered automatically applicable to overtime performed on weekends. In fact, the concept of overlapping overtime and work on weekly rest days has led to the incorrect application of the law. To further clarify this topic, below we illustrate two possible scenarios, both based on the working premise of an employee with an 8-hour/day, 40-hour/week work schedule, Monday through Friday. In the individual employment agreement, the parties have agreed on 10% of the base salary as an allowance for work performed on weekly rest days and 75% of the base salary as an allowance for overtime. There is no cumulation Starting from the aforementioned premise, let us suppose that the employer requests the employee to work on Saturday and Sunday, granting the employee Monday and Tuesday, from the same week, as days off. The employee therefore works five days, from Wednesday to Sunday, representing a total of 40 hours in that week. The employee only works on weekly rest days, but does not perform overtime, as the normal working time of 40 hours/week is observed. Furthermore, the conditions set out in Article 137 paragraph (4), namely the authorisation of the territorial labour inspectorate and the approval of the trade union/employee representatives, are not met in order for the employee to qualify for compensation equal to double the overtime bonus, i.e. 150%. Therefore, in this scenario, the employee is entitled to: (a) the two compensatory days off, Monday and Tuesday; and (b) a remuneration of 110% (base salary + 10% allowance provided for in the individual employment agreement) for the work performed on Saturday and Sunday. There is cumulation Let us assume, for this scenario, that the employer requests the employee to work on Saturday and Sunday, 4 hours/day, on top of their regular working hours (Monday-Friday). The employee thus works 48 hours during this week, exceeding the normal working time of 40 hours per week. Such a scenario would also violate the employee's right to weekly rest. Moreover, the conditions set out in Article 137 paragraph (4), namely the authorisation of the territorial labour inspectorate and the approval of the trade union/employee representatives, are not met in this scenario either, for the employee to qualify for compensation equal to double the overtime bonus, i.e. 150%. In this scenario, the employer: (a) is obligated to pay the employee a remuneration of 185% for the work performed on Saturday and Sunday (base salary + 10% allowance for work performed on Saturday and Sunday + 75% allowance for overtime, in the event that compensation through paid time off is not possible); and (b) risks administrative sanctions for breaching mandatory rules on weekly rest time, as the employee did not enjoy the 48 consecutive hours of rest within the same week. In light of Decision no. 415/2025, the same contractual allowance of 10% for work on weekly rest days applies in both scenarios. The High Court of Cassation and Justice concluded that the legal compensation of 150% provided for in Article 137 paragraph (5) and the overtime allowance are separate rights. Article 137 paragraph (5) does not seek to compensate the employee for exceeding their normal working hours, but for the loss of the standard weekly rest, under the strictly defined conditions of Article 137 paragraph (4). In conclusion, the scenarios outlined above represent the way employees who work on weekly rest days should be compensated, while not falling under the provisions of Article 137 paragraph (4). The employer will be required to pay the allowance stipulated in the individual employment agreement for the work performed on weekly rest days, rather than the 150% compensation, which becomes applicable when the conditions of Article 137 paragraph (4) are met, namely the performance of continuous work, the authorisation of the territorial labour inspectorate and the agreement of the trade union/employee representatives. Decision no. 415/2025 is mandatory and has become effective on February 5 2026.

Bucharest, February 11, 2026: The High Court of Cassation and Justice has recently upheld a decision of the Timisoara Court of Appeal, with significant relevance for transfer pricing disputes based on the re-qualification of the functional profile of a company within a multinational group from independent producer to producer under the full control of the group. It has been confirmed that elements specific to the operation of a multinational group, such as providing support services by global cooperation structures or the existence of common directors, do not prove the existence of a transaction between the parent company and the controlled entity that would justify reconsidering the functional profile of the company, even in cases where the controlled entity experienced periods of losses. Specifically, although the tax authorities invoked the existence of an unwritten understanding – not reflected in invoices or contracts - based on which the audited company was allegedly controlled by the group, acting in concert, with the aim of making sure the company continued to operate at a loss, which would result in the entire activity of the entity concerned (including that carried out with independent third parties) being regarded as that of a contract manufacturer, the evidence produced, including a complex tax expert report, did not reveal the existence of such an understanding. The court confirmed that an adjustment cannot be based on a presumed understanding. On the contrary, to make an adjustment, it is first necessary to identify and delineate the transaction to be adjusted. In the absence of an identified and delineated transaction that would justify the adjustment, the court established that the challenged acts were issued through the incorrect application of the provisions of Article 11 of the Fiscal Code, in the sense that an additional tax base was established by considering the transactions carried out with independent parties. Since similar situations have been frequent in the recent years in Western Romania, the case is highly important. NNDKP, through its Timisoara Office, has been involved in all phases of the litigation, providing integrated legal and tax services in a mixed team that included Partner Eva Forika, Head of NNDKP Timișoara Office, Senior Associate Ion Loga, Tax Director Sorin Mociofan, from NNDKP Timișoara Office, as well as Tax Partner Marius Ionescu, Co-Head of NNDKP Tax Advisory Services.   *** About NNDKP Nestor Nestor Diculescu Kingston Petersen (“NNDKP”) is a promoter of business law in Romania, being acknowledged as a pioneer of the Romanian legal market. NNDKP offers full service and integrated legal and tax advice to companies from diverse industry sectors. Over the past 35 years, NNDKP lawyers have assisted and represented clients in milestone transactions and projects that have shaped the evolution of the Romanian business community. NNDKP represents Romania in some of the most important international professional alliances - Lex Mundi, World Services Group, International Attorneys Club - and is a founding member of SEE Legal and Three Seas Legal Alliance. The firm is constantly top ranked in all practice areas by the renowned international guides Chambers & Partners, Legal 500 and IFLR 1000. In 2025 NNDKP became a 7-time winner of the prestigious “Romania Law Firm of the Year” award at the Chambers Europe Awards gala and was named “Romania Firm of the Year” by Benchmark Litigation and “Romania Patent Firm of the Year” by Managing IP.

Lexters, in consortium with the Belgian law firm Strelia, is proud to announce its role as legal counsel for the Romanian State, through the Ministry of Finance, in a landmark legal dispute against the pharmaceutical consortium Pfizer Inc. and BioNTech Manufacturing GmbH. The litigation, currently pending before the Francophone Court of First Instance in Brussels, involves a claim for approximately €615 million. The dispute originates from the centralized EU COVID-19 vaccine procurement framework and concerns Romania's decision to contest the delivery and payment of approximately 28 million surplus vaccine doses. This mandate represents one of the most significant public-sector litigations in Central and Eastern Europe, involving complex intersections of: EU Procurement: Interpreting the multi-state vaccine purchase agreements negotiated by the European Commission. International Contract Law: Addressing cross-border obligations undertook in unprecedented global pandemic conditions. Intellectual Property: Analyzing the complex IP rights associated with mRNA production technology and how these proprietary frameworks impact the contractual delivery and production obligations. Following the first procedural hearing in Brussels, a comprehensive calendar has been established, involving six phases of written submissions. The Lexters-Strelia team is leading the strategic defense, focusing on the validity of the contractual mechanisms and the specificities of the Romanian context within the broader EU framework. Given the high financial stakes and legal complexity (high-stakes, cross-border, EU involvement in formation of the contract), a first verdict could be reached in a few months, though the exact timing depends on the court’s workload. As this is the first instance, the judge may still request more evidence or reopen debates on specific legal points if necessary. By handling this landmark case, Lexters continues to demonstrate its capability to act as a legal powerhouse for sovereign clients and multinational corporations alike, providing clarity and confidence in high-stakes cross-border litigation. Media coverage of the case In Romania: MediaFax interview Romania Libera Press Coverage Antena 3 Interview In international press: Euractiv TVP World Romania Insider