The stock market's flexibility is its greatest selling point for publicly traded companies, as it allows a fast flow of capital while still enabling majority shareholders to implement fundamental corporate changes should they wish to exit the market. However, even with all of this flexibility, shares may not always be free of other encumbrances, and the sale of such shares may be opposed by interested parties or even refused to be recognised as a genuine sale by the Trade Registry.
Parliament recently adopted Law 151/2014, which clarifies the legal regime governing shares listed on the RASDAQ market or the unlisted securities market. In addition to the changes brought to the Romanian capital markets landscape, Law 151/2014 sets out a series of provisions with potential effects on the shareholding and corporate order of more than 900 Romanian companies.
As Romanian capital markets mature, public offerings will become more commonplace. A new regulation covers a number of issues with respect to public offerings. Among other things, it sets forth the minimum information which an offeror must include in a prospectus for public sale or purchase of securities.
Including: National Securities Commission; The Securities Law; The Collective Investment Law; The Commodities Law; Future Legislation.
The Romanian National Securities Commission has issued a resolution on the transparency and integrity of the RASDAQ market. RASDAQ is the Romanian over-the-counter market and is structured to resemble the US NASDAQ market. Among other things, the resolution establishes listing categories and lists minimum disclosure requirements for companies traded on RASDAQ.
In 2002 the legislation governing Romanian capital markets was radically revised. Shareholders are now eager to see how the National Securities Commission applies the new laws - with regards to both issuing the necessary clarifications in the form of regulations, and attempting to enforce and oversee compliance with such regulations.
Company disclosure requirements have been amended under Romania's revised securities legislation. The period in which material events must be communicated to the National Securities Commission has been reduced to 24 hours, and annual, biannual and current reports must now be submitted directly to the commission.
A new Securities Ordinance reflects the participation of international advisers in its drafting, and balances well the rights of majority and minority shareholders. Its rules on delisting also afford a significant opportunity to strategic investors that are inappropriately burdened with the operational and financial costs of operating an open company.