Competition / Antitrust
Romania's EU accession and rapidly expanding economy have combined to produce unprecedented levels of acquisition activity, with a corresponding increase in competition oversight.
Whether it be a foreign investor entering the Romanian market or an existing player expanding here, European Union and Romanian competition rules are no longer after-thoughts, but rather integral parts of any transaction. Companies acting in neglect of these rules are doing so at the risk of far-reaching consequences.
Sound antitrust advice comes from experts only, based on substantial experience and a deep understanding of the client industry and the ever-evolving nature of competition law; the Biriş Goran team has an impressive track record in complex and sophisticated antitrust matters. Our experience covers a wide range of business sectors and products, including:
- cement, steel and construction materials
- fast moving consumer goods
- perfumery products
- property and media
We represent clients in complex antitrust investigations, including industry-wide sectoral investigations. Our competition partner, Gelu Goran, has represented both fast moving consumer goods and “old economy” clients in price fixing and tacit collusion investigations.
We offer extensive and practical business experience in the antitrust issues faced by Romanian and international clients in their relationships with suppliers, customers and competitors. We advise on exclusive dealing arrangements, pricing issues including recommended resale prices, price discounts, rebates and promotional allowances, licensing, joint ventures, territorial restrictions, and exclusive distribution and selective distribution.
We assist clients with antitrust compliance issues and advise clients on a day-to-day basis regarding business transactions and arrangements that may raise antitrust and competition issues. We also conduct antitrust audits, including forensics and digital investigations, and implement for our clients customized compliance programs, seminars and in-house training sessions for their top management and key employees, in order to minimize the potential risks of anticompetitive practices and behavior.
We efficiently guide our clients through the Romanian merger control process so that their acquisitions and mergers are timely completed. Our competition partner, Gelu Goran, has an impressive track record and outstanding experience coordinating pre-merger advice and efficiently clearing Romanian mergers.
Recent major mandates include:
Assisting Publicis Groupe in an ongoing Romanian Competition Council investigation for alleged failure to notify and seek clearance from the antitrust authority as well as breach of standstill obligation following the acquisition of Zenith Media Communications, a Romania leading media buying agency. This is the first case where the Romanian Competition Council carried out a dawn raid investigation in a merger control related investigation. The investigation involves complex aspects related to the method of calculation of the turnover of media buying agencies and also the nature of control in light of certain minority shareholder rights. We assisted Publicis Groupe as lead Romanian Counsel during the investigation and the hearings and may well assist the client in the appeal against the authorities’ decision, if a fining one.
Advised leading DIY retailer in connection with a Competition Council investigation focused on vertical price fixing on the market for lacquers and non-food paints, preparing the reply to the statement of objections and representing the client during the hearing. By accepting our views and approach in the file, the Competition Council ordered an additional inquiry and focused exclusively on wholesalers. Notably, as a direct result of defenses raised by Biris Goran, the Council changed the course of the investigation and consequently retailers (including our client, the largest undertaking involved in the proceedings) were carved-out from the investigation and did not receive a fine. Eventually, the Council imposed fines on the supplier and its wholesalers.
Assisted the Romanian operations of Wintershall AG, a wholly owned energy subsidiary of BASF, in connection with a Competition Council investigation of alleged abusive market conduct and price fixing. Our role included assistance during the dawn raid, in the context of the competition authority’s subsequent requests for information as well as preparation of the reply to the statement of objections and representation at the hearing. The case is relevant in that it contains a challenging interplay of regulatory (utilities distribution) and antitrust issues (vertical restrictions), as well as complex matters of contract formation an interpretation. We assisted the client during all stages of the investigation and in the appeal of the fining decision. Our firm handles all aspects of the case with the assistance of the client’s in-house counsel and we report to the Germany-based antitrust counsel of Wintershall AG.
Ongoing representation of Ameropa Grains in the context of a cartel investigation for alleged price-fixing opened in August 2013. Our role is that of assisting Ameropa Grains during the investigation and carrying out a detailed antitrust audit (fall 2013) on all of Ameropa Grains’ business lines to detect potential violations and propose remedial measures, as well as preparing the answers to the authority’s requests for information and assisting the client in state of play meetings with the authority.
Advised Policolor, the Romanian market leader for lacquers and non-food paints, in connection with a Competition Council investigation focused on vertical price fixing on the market for lacquers and non-food paints, including the preparation of the reply to the statement of objections and the settlement discussions with the Council. Policolor received a relatively small fine considering the duration (7 years) and gravity (two distinct hard-core antitrust infringements ) but challenged the fining decision and sought constitutional review of the turnover-based fines under the Competition Law.
Advised Weatherford, a leading global oilfield services group, in a leniency filing submitted in December 2009 to the Competition Council for bid-rigging arrangements on the market of drilling services for National Company Romgaz. Our assistance related to the preparation of the leniency filing and all subsequent submissions and interactions with the Competition Council. This was the first leniency case of the Competition Council and it was ground-breaking case given the interplay between antitrust and public procurement rules, the market specifics and the authority’s focus on rooting out bid-rigging market conduct. Our work involved a continuous interaction with the Houston (United States) based compliance officers of Weatherford and the client’s Washington DC team of lawyers. General antitrust compliance matters on antitrust/regulatory matters.
Advised JTI, the international tobacco division of Japan Tobacco Inc., the world's third largest tobacco company, in the context of a Competition Council investigation focusing on alleged price fixing on the cigarettes sector. We advised JTI from A to Z in this investigation, including assistance during the dawn raid and all subsequent competition authority’s complex requests for information. The investigation was closed by the Competition Council with no findings of wrong doing by JTI, in December 2014. Ongoing antitrust compliance advice with a focus on pricing, information exchanges and distribution/agency agreements. Antitrust compliance program including the preparation of an on-line compliance module (ongoing).
Full scale antitrust compliance audit for the cement, ready mix and road binders operations of major construction and building materials producer, including comprehensive forensic review of digital documents by a ten-lawyer team (July – October 2015). The mandate was obtained through a competitive bid (the runner up was a Band 1 firm) and included the selection of the forensics consultant, the interview of a large number of managers, the preparation of an exhaustive audit report and the identification of remedial measures.
Advised major dairy products supplier in the context of a food retail investigation for alleged resale price maintenance and other (indirect) vertical price fixing, in the largest vertical restraints case ever of the Competition Council that lead to total fines 35 million. Our role was of preparing the reply to the statement of objections for one allegation and negotiating with the authority the content and consequences of a settlement type procedure and identifying and securing the mitigating circumstances for the other allegation. As a result, we secured the second lowest fine (turnover percentage wise) of all companies involved in the investigation.
Ongoing advice or competition matters on various M&A transactions.