August 2026
It’s almost a standard reflex to focus heavily on the corporate lens when managing the legal side of a transaction, including by verifying valid incorporation, constitutional documents, and clean chains of title over shares, to name a few pieces of the puzzle.
Nevertheless, experience teaches us that a company can be corporately immaculate, yet, at a closer look, commercially radioactive.
One concept that shareholders must accept is that in a transaction, there is no room for cherry-picking: in principle, the buyer acquires the legal entity with everything inside it (be that the known, the contingent, or the completely undiscovered). In all transparency, the true negotiation leverage is minted much earlier inside the Virtual Data Room.
Adela Nuță, Cristina Stoica, Bianca Tudose, and Marta Datcu took the stage at this year’s Summer ELSA Law School on Mergers and Acquisitions (SELS) 2026 to, some would say, challenge traditional transaction focus; we would argue, “to complement it”.
Using a hypothetical case study deliberately titled “Project Athena”, as part of the session entitled “Where Deals Are Won or Lost: Legal Strategies in Early M&A” led by the BACIU PARTNERS team, they broke down how modern deal dynamics require moving from a passive “Deal Architect” to a proactive “Risk Integrator” across four critical structural pillars:
- Pillar I: Employment & Key People. Across industries, regardless of their level of “people-intensiveness”, continuity is a closing condition in disguise. Notable aspects include, for example, mapping contractor misclassifications and key-person dependencies early.
- Pillar II: Data Protection. Cyber-hygiene is a structural line item in the purchase price, even more so in today’s restless technological landscape. Furthermore, missing historical GDPR breaches introduces significant successor liability.
- Pillar III: Intellectual Property. Sometimes considered secondary ramifications of a revamping project, gaps in freelance assignments or employee invention rules can mean the target doesn’t legally own the very assets the buyer is paying for.
- Pillar IV: Litigation. Recent practice demonstrates the increasing importance of evaluating pending or threatened claims that essentially represent the past suing the future.
The Key Takeaway: One simply cannot price what one has not discovered; thus, negotiation is the transactional moment in the larger process where risk is priced, while due diligence, as the result of a very complex process, is where risk is discovered.
By contributing to initiatives such as the Summer ELSA Law School on Mergers & Acquisitions, BACIU PARTNERS continues to support legal education projects that encourage practical thinking, collaboration across disciplines and a deeper understanding of the realities of business law practice.
Our involvement in Summer ELSA Law School on Mergers & Acquisitions is part of our annual program dedicated to law students, “Unlocking the Future” and our cooperation with ELSA Bucharest focused on amplifying the sound of knowledge.
BACIU PARTNERS is an Leading Partner of ELSA Bucharest for the academic year 2025-2026.
Key contacts for our initiatives dedicated to law students are Ileana Nicolescu-Decsei, Raluca Comănescu and Anca Ștefănescu Toma. Please get in touch to discuss opportunities.