Romania

In the Official Gazette no. 1160 of 15 December 2025, Law no. 239/2025 on establishing measures to consolidate and optimize public resources and to amend and supplement certain legislative acts ("Law 239/2025") was published. It entered into force on 18 December 2025. Law 239/2025 has introduced amendments to labour legislation, including changes to the fines imposed on employers who hire staff without concluding an individual employment agreement – commonly referred to as “undeclared work”. Justification for the amendment The underlying basis for Law 239/2025 lies primarily in tax and budgetary considerations. The legislative act represents Package II of the economic corrective measures implemented by the Government, which has determined that undeclared work has a significant negative impact on the state budgets and, therefore, must be discouraged. In this regard, it was decided to impose stricter sanctions on employers who resort to undeclared work in their activities. The new sanctions applicable to undeclared work Whereas previously employers were liable to a fine of RON 20,000 for each employee hired without an executed individual employment agreement, under Law 239/2025, this value has doubled. Furthermore, the cumulative limit on fines has increased from RON 200,000 to RON 1,000,000. More precisely, this means that: If an employer has not concluded an individual employment agreement with their employee, the employer may be subject to a fine of RON 40,000; For each individual employee in a similar predicament, a distinct fine of RON 40,000 shall be imposed; Regardless of the total number of employees in this predicament, the employer is not subject to fines exceeding RON 1,000,000 in total. Expanding the labour inspectors' authority In addition, Law 239/2025 has introduced the possibility of labour inspectors to use portable audio-video recorders - "body worn cameras" - while conducting their inspection activities. The sounds and images thus obtained, even without the consent of the person concerned, may be used as legally admissible evidence. Law 239/2025 entered into force on 18 December 2025 and is fully effective.

December 2025 Popovici Nițu Stoica & Asociații (PNSA) advised Société Générale Group on completion of the sale of BRD Societate de Administrare a Fondurilor de Pensii Private S.A. (BRD SAFPP), which manages Pillar II private pension business, to Banca Transilvania Group. This is the last step in a two-stage transaction, following the April 2025 sale of BRD Medio, the group’s facultative pension fund (Pillar III). PNSA offered full legal support, from initial discussions and due diligence to structuring, drafting and negotiation of transaction documents, and assistance through signing and closing. PNSA team was led by Silviu Stoica (Partner) along with Florian Nițu (Managing Partner), with the support of Diana Dobra (Managing Associate) and Raluca Rusu (Tax Partner). *** Popovici Nițu Stoica & Asociații is a leading Romanian independent law firm and has been at the forefront of the market since its incorporation in 1995. Popovici Nițu Stoica & Asociații and PNSA Tax group today more than 80 lawyers and counsels, including 16 partners, largely acknowledged as top-notch commercial law experts, by clients and peers.

Bucharest, 18 December 2025: Baker McKenzie Ukraine (global counsel) and Nestor Nestor Diculescu Kingston Petersen (NNDKP) (local counsel) have provided comprehensive legal assistance to Metinvest, an international, vertically integrated mining and metals company, in connection with the acquisition of the majority shareholding in ArcelorMittal Iași. This complex transaction required coordinated efforts across multiple jurisdictions and legal disciplines, underscoring the strategic importance of the project for Metinvest’s regional expansion. NNDKP’s involvement covered all stages of the acquisition process within the Romanian jurisdiction. The team conducted a tailored legal due diligence investigation into ArcelorMittal Iași, with the findings of the review being instrumental in shaping the contractual structure of the transaction from a Romanian law perspective. Throughout the process, Baker McKenzie Ukraine and NNDKP supported Metinvest in agreeing and finalizing all transaction documents, ensuring that the contractual architecture from Romanian law perspective adequately addressed the identified local risks and aligned with the client’s commercial objectives. NNDKP’s core team advising on the transaction included Răzvan Vlad, Partner, Vlad Anghel, Managing Associate and Daria Anghel, Associate, from the Corporate/M&A practice. On the client side the transaction was led by Oleksandr Kulykovskyi, Head of Legal for M&A and Strategic Contracts at Metinvest Group, supported by Yana Babych, Counsel for M&A. The regulatory approvals workstream was led by Dmytro Galchynskyi, Head of Legal Affairs – Competition Law & Intellectual Property at Metinvest Group, with support from Serhii Melnychuk, Counsel for Competition Law & Intellectual Property. “We are delighted that through the close collaboration with Baker McKenzie Ukraine and Metinvest’s team we have contributed to the successful completion of this transaction that marks the strategic expansion of Metinvest in the region. This acquisition also demonstrates our firm’s strong capabilities in handling complex cross-border M&A projects, and we thank Baker McKenzie Ukraine and Metinvest for their trust and excellent cooperation”, declared Răzvan Vlad, Partner. With more than 35 years of experience in the market, NNDKP lawyers provide integrated and specialized assistance in all areas of law involved in transactions and regulatory projects, helping to identify bespoke solutions and strategies for each client. NNDKP’s Corporate/M&A team has built an impressive track record of successfully completed projects in the past decades, having advised in transactions totaling billions of euros, including projects that have shaped the local business market. *** About NNDKP Nestor Nestor Diculescu Kingston Petersen (“NNDKP”) is a promoter of business law in Romania, being independently 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 prominent 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.

Salary transparency has become one of the most significant topics on the national legislative agenda, given the upcoming deadline for the transposition of Directive (EU) 2023/970 - 7 June 2026. The purpose of the new regulation is to ensure the effective application of the principle of equal pay for equal work or work of equal value and to reduce the gender pay gap. In our view, these objectives are already implicitly addressed under the existing national legislation, namely Law No. 202/2002 on equal opportunities and treatment for women and men, and Government Ordinance No. 137/2000 on preventing and sanctioning all forms of discrimination. Nevertheless, European legislation introduces additional provisions which, at least in theory, should facilitate the reduction of gender-based pay disparities. Although the intention of the European legislator is clear, the level of preparedness within the business environment remains limited. Recent studies show that only approximately 16% of companies in Romania consider that they have salary transparency policies applicable to the recruitment process and human resources management. While there is still no draft national legislation in the legislative pipeline, it is essential for employers to understand the upcoming obligations and their practical impact. However, prudence suggests waiting for the draft transposition act. Key obligations introduced by the Directive Salary transparency for job candidates Employers will be required to inform candidates of the initial level of remuneration or the salary range applicable to the position, established based on objective and gender-neutral criteria. This information must be provided before the interview - either through the job advertisement or by another means that enables candidates to negotiate knowingly. Thus, the calculation must consider the average within the company for similar positions, regardless of the employee’s gender. Transparency of Pay Levels Companies will be required to make available to employees the criteria used to determine salaries and pay progression (e.g., skills, responsibility, working conditions). These criteria must be documented, communicated, applied consistently, and must not take gender into account. Additionally, upon request, the employer must provide: (i) the employee’s own remuneration level, and (ii) the average remuneration levels for comparable categories of workers, broken down by gender. Note: The Directive does not require disclosure of individual salaries, but only aggregated, comparable data. Reporting on pay gaps The Directive introduces a proportionate reporting mechanism: larger companies must report more frequently. The Directive clearly establishes thresholds and deadlines, while Member States may choose to introduce additional thresholds or stricter requirements. Mandatory remedial measures If pay reporting reveals a gap of at least 5% that cannot be justified by objective criteria, companies will be required to conduct a pay assessment together with employee representatives and, where applicable, adopt corrective measures. In practice, adjustments will need to be made upward. Practical recommendations for Romanian companies In light of these new obligations, the question arises as to what employers in Romania should concretely do? Although, as mentioned, there is still no draft legislative act entering the legislative process to transpose the Directive, based on the European provisions, here are several measures to consider. The first necessary step is to carry out an internal pay audit, through which employers analyze pay differences between comparable positions, identify any discrepancies that lack an objective justification, and prepare, if needed, a correction plan. It is also essential to review internal documentation. This involves updating job descriptions, clarifying the criteria for remuneration and promotion, as well as documenting the methodology for job evaluation, so that all criteria used are transparent and gender neutral. The recruitment process will also need to be adapted. Employers will be required to include salary ranges in job advertisements and to clearly communicate the remuneration criteria, providing candidates with the information necessary for an informed negotiation. Last but not least, companies should update their internal regulations and HR procedures so that they can respond uniformly and in a documented manner to employees’ requests for salary information. Developing clear policies on pay transparency will facilitate both legal compliance and the strengthening of a climate of trust within the organization. In conclusion, the transposition of the Directive will significantly change the way companies in Romania manage remuneration and recruitment. To ensure compliance and avoid legal risks, employers must begin preparations early: conducting a pay audit, defining objective remuneration criteria, and updating internal policies. The impact on the business environment will be substantial, involving increased transparency obligations, robust salary data systems, and possible corrective measures in the case of unjustified differences. The transposition deadline (June 7, 2026) makes it necessary to initiate these steps in advance. Authored by Andrei Albulescu, Head of Employment, and Alexandra Păduraru, Senior Associate at Stratulat Albulescu Attorneys at Law.