MOLDOVA Trends and Developments Contributed by: Oleg Efrim and Vladislav Roșca, Efrim, Roșca and Associates
Shareholder activism in the Republic of Moldova – between defensive responses and the early stages of maturity In the Republic of Moldova, shareholder activism remains relatively uncommon and mostly defensive. The local capital market is still in its early development stages, characterised by low liquidity, limited partici- pation from institutional investors, and highly con- centrated ownership structures, often centred around founders or a small group of controlling shareholders. In this environment, shareholder initiatives tend to be reactive, typically triggered by crises, internal disputes or regulatory actions, rather than proactive efforts to influence corporate strategy or promote long-term value creation. Recent events in the banking and insurance sectors highlight different forms of activism. The case of Mol- dasig S.A. is an example of hostile activism, where rival shareholder groups employed co-ordinated vot- ing, legal actions and accusations of irregularities to challenge management. Most of these efforts were rejected by the NFMC and the courts, resulting in the rebel shareholders losing control. Conversely, constructive activism also occurs, such as the intervention by the European Bank for Recon- struction and Development at Victoriabank from 2016 to 2018, partnering with Banca Transilvania in Roma- nia. Their goal was to remove opaque shareholder influences and promote transparent corporate gov- ernance, in an initiative that received approval from both authorities and the market. Outside the financial sector, activism is infrequent. Listed companies like Purcari Wineries did not report any major public shareholder initiatives in 2023, main- ly due to concentrated ownership and the absence of coalitions among minority investors to reach the necessary critical mass. However, legislative reforms implemented between 2023 and 2025 could alter this trend. The amendments to the Limited Liabil- ity Companies Act now explicitly permit shareholder agreements, establishing a clear legal framework for mechanisms such as drag-along and tag-along clauses, along with put and call options. Simultane- ously, the new Corporate Governance Code adopted in March 2024 enhanced minority shareholder rights
tive rights are still protected, the impact on minority rights is minimal. Enhancing prudential oversight in the non-banking financial sector In 2023, the supervision of insurance companies and non-bank credit institutions (NBCIs) was trans- ferred from the National Financial Market Commis- sion (NFMC) to the National Bank of Moldova (NBM); the NFMC continues to handle consumer protection responsibilities. This shift aligned corporate govern- ance, capital, risk management and reporting stand- ards with banking practices, ensuring a high level of rigour and oversight. For many targeted companies, the transition to the NBM’s supervisory regime is still ongoing, as they update internal policies, invest in IT systems and specialised personnel, and adapt to the requirements of a central bank‑level regulator. This is not just about technical compliance but is also a cul- tural shift, where prudential discipline, transparency and accountability toward stakeholders become core principles. The NBM enforces strict standards for board and executive leadership qualifications and reputations, clear internal control separation, rigorous risk man- agement policies, and plans for recovering from finan- cial distress. In addition, for insurance companies, the idea of a “qualifying holding” (a direct or indirect ownership stake of 10% or more) must first receive NBM approval, serving as a targeted prudential safe- guard. This can block opaque or unreliable control- ling shareholders, providing extra protection for other shareholders and clients. The new rules are already putting pressure on operators, especially smaller ones, prompting faster consolidation through merg- ers, acquisitions or market exit. Meanwhile, NBCIs must navigate the strict consumer protection rules of the NFCM. The recent implementa- tion of the EU Consumer Credit Directive necessitates swift updates to outdated practices in a regulatory framework aimed at restoring order and addressing systemic issues.
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