Madalina Neagu is a partner at Schoenherr Romania, specializing in corporate/M&A. She has extensive transactional experience, having assisted on a significant number of high-profile local and cross-border M&A deals, with many of them involving leading market players. Madalina has provided expert advice on the buy as well as sell side in all phases of complex share deals, asset deals, transfers of business, corporate restructurings, joint ventures and privatizations, also covering acquisition finance. Her clients portfolio includes major Romanian and multinational companies active in various industries, including banking and finance, private equity, manufacturing, retail, real estate, constructions, telecommunications and media, food, energy, hotels and leisure etc.
Although the Companies Law created flexible mechanisms and procedures allowing specific shareholder powers to be delegated to a company's management, it also provides that only some decisions made in this regard can be subject to an annulment action. Specifically, the law excludes decisions which concern an increase in a company's share capital from being challenged. However, the Constitutional Court recently recognised shareholders' right to request the annulment of such decisions in court.
The squeeze-out of minority shareholders in closely held companies is a controversial issue made more complex by the large number of Romanian companies with minority shareholders. Historically, state-owned companies were privatised through the management-employee buy-out method, which allowed employees to receive shares in former state-owned companies. As such stakes were often granular, many minority shareholders are dormant or even unaware of their participation in these companies.
The government recently approved a draft legislation transposing the Fourth Anti-money Laundering Directive and introducing, among other things, important changes for private companies with regard to their reporting duties and transparency of ownership. Some of the new requirements for non-listed companies are of particular importance, as they will be key for combating money laundering and terrorism financing. The bill will also introduce stricter reporting duties and penalties for non-compliance.