MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
conflicts of interest or certain criminal convictions, are subject to removal.
board, as applicable), in accordance with the law and the company’s articles of association. • Liability proceedings – directors may be held civilly liable for damages caused to the company and, in certain cases, may also be subject to administra- tive or criminal liability under the law. 10.3 Derivative Actions Shareholders may bring a derivative action on behalf of the company against a director if the company fails to initiate such action within three months from the date on which the shareholder submitted a request to hold the director liable. If the claim is upheld in whole or in part, the company must reimburse the claimant shareholder for all neces- sary and reasonable expenses incurred, to the extent that these have not been recovered from the director under the court’s decision. In addition, shareholders holding at least 10% of the company’s voting shares are entitled – under the law, other applicable legislation and the company’s articles of association – to file a claim in court on behalf of the company, without special authorisation, seeking com- pensation for damages caused to the company by its officers or directors where they have intentionally or grossly breached legal provisions or other applicable legislation. 11. Shareholder Activism 11.1 Legal and Regulatory Provisions In the Republic of Moldova, shareholder activism is primarily governed by Law No 1134/1997 on Joint Stock Companies, Law No 171/2012 on the Capital Market, and other relevant legislation, and also by the company’s articles of association. These regulations establish both the rights of shareholders to influence corporate decision-making and the limits on such rights. The key legal and regulatory “tools” available to activ- ist shareholders include: • calling an extraordinary general meeting at the initiative of one or more shareholders holding at
10. Shareholders’ Remedies 10.1 Remedies Against the Company
The protection of shareholders’ rights and legitimate interests is ensured by corporate legislation and capi- tal markets regulations. Shareholders are entitled to address the company’s governing bodies, the NCFM and/or the courts, including to: • request a review of major transactions and transac- tions involving conflicts of interest; • notify the NCFM regarding securities transactions and request that the persons responsible be held administratively liable; • file court claims to annul major transactions or transactions involving conflicts of interest that have caused damage to the company, or to seek com- pensation from the persons responsible; • submit other claims for the protection of their rights and legitimate interests; or • seek compensation from their representative for failing to comply with the shareholder’s instruc- tions when participating in the general meeting of shareholders. 10.2 Remedies Against the Directors Shareholders have several legal remedies against the company’s directors/officers, including the following. • Derivative action – shareholders may bring a claim before the court, on behalf of the company and without special authorisation, seeking compensa- tion for damage caused to the company by a direc- tor or other officer, where such damage results from an intentional or gross breach of applicable law or the company’s constitutive documents. • Direct actions – shareholders may bring direct claims against a director to protect their own rights and legitimate interests if these have been infringed. • Removal from office – directors may be removed from office at any time, with or without cause, by the competent corporate body (general meeting or
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