MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
least 5% of the voting shares (or another threshold provided in the company’s articles of association); • proposing amendments to the agenda of the gen- eral meeting, including submitting draft resolutions; • requesting access to company information and documents, including financial reports and resolu- tions of the governing bodies; • challenging resolutions of governing bodies (including the board and general meeting) if they contravene the law or the articles of association; • bringing a derivative action against directors or other officers for damage caused to the company; • requesting a review of large transactions or related- party transactions to ensure compliance with legal requirements; or • filing complaints with the National Commission for Financial Markets (CNPF) to review the legality of securities transactions and sanction responsible persons. These mechanisms allow shareholders to actively intervene in the governance of a company, either to protect their own rights or to improve the company’s performance and transparency, provided that all actions are exercised within the limits and conditions set by applicable legislation and the company’s con- stitutive documents. 11.2 Aims of Shareholder Activism The most common aims of activist shareholders are to: • increase shareholder value by pushing for strate- gies to boost share price or dividends, such as selling underperforming divisions, restructuring debt or initiating share buybacks; • change corporate strategy by redirecting the busi- ness toward more profitable or innovative sectors or exiting unprofitable markets or products; • improve corporate governance by replacing board members or senior executives and introducing stronger oversight and accountability measures; • enhance transparency and reporting by demanding clearer disclosure of financials, risks and perfor- mance metrics; and • oppose mergers or support takeovers by blocking deals perceived as being harmful to shareholder
value, or by pushing for better terms in acquisi- tions. 11.3 Shareholder Activist Strategies Since shareholder activism is not common in the Republic of Moldova, it is not possible to provide fur- ther insights on this matter. 11.4 Recent Trends Shareholder activism is relatively rare in the Repub- lic of Moldova, and there is no ongoing pattern of prominent campaigns. When it happens, it typically involves co-ordinated efforts by minority shareholders in regulated sectors, particularly in commercial banks and insurance firms, to influence governance or con- test corporate decisions. These efforts mainly focus on ensuring legal compliance, safeguarding minority rights and improving transparency or disclosure prac- tices, rather than pushing for significant strategic or operational changes. 11.5 Most Active Shareholder Groups In Moldova, there are no shareholder groups that are consistently active, like hedge funds in other coun- tries. Nonetheless, certain shareholder categories tend to be more engaged in corporate governance issues, particularly institutional investors in regulated areas such as banking, insurance and investment sectors. Minority shareholders within these sectors may collaborate to protect their legal rights, contest corporate decisions or seek increased transparency and disclosure. While these actions are infrequent and are often driven by specific governance or compli- ance concerns, they represent the most visible form of shareholder activism in the local market. 11.6 Proportion of Activist Demands Met In the Republic of Moldova, no public data exists on the extent to which public activist shareholder demands have been fully or partially fulfilled in the past year, since shareholder activism is not regularly tracked or reported. 11.7 Company Prevention and Response to Activist Shareholders In Moldova, shareholder activism is rare, and compa- nies generally address shareholder concerns within existing corporate governance structures. Typical
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