MOLDOVA Trends and Developments Contributed by: Oleg Efrim and Vladislav Roșca, Efrim, Roșca and Associates
and aligned local practices with EU directives on long- term investor engagement. In the short term, activism in Moldova is likely to remain primarily a defensive tool, used to challenge measures perceived as excessive, to demand dividend payments or to request special audits. In the medium to long term, the alignment of legislative reforms, sup- port from international financial institutions and the entry of strategic investors from the European Union into the market could transform shareholder activism from a reactive approach into a common and effective way of engaging in corporate life, focused on good governance, transparency and long-term value crea- tion. Aligning shareholder rights with EU standards – ongoing reforms in the Republic of Moldova The Republic of Moldova is at a pivotal point in its legislative progress, as it negotiates full membership into the European Union and accelerates the align- ment of its legal system with the EU acquis. In the area of shareholder rights and corporate governance, this shift involves adopting European standards that foster transparency, active shareholder engagement and increased accountability of management bodies. Between 2023 and 2025, the Republic of Moldova made significant progress by partially transpos- ing Directive 2007/36/EC (SRD I) and Directive (EU) 2017/828 (SRD II). The main new developments include: • the introduction of the concept of a “reference date” for GSMs; • the creation of a structured flow of information between issuers and shareholders through inter- mediaries; • giving shareholders the right to vote on the remu- neration policy and directors’ reports; and • the mandatory formation of audit committees in public interest entities. At the same time, the 2025 Corporate Governance Code has set higher standards of independence and effectiveness for specialised board committees, applying the “comply or explain” principle.
The legislative agenda through 2027 is equally ambi- tious. It includes plans for: • full transposition of SRD II (covering shareholder identification, vote confirmation and proxy adviser regulation); • the implementation of Regulation (EU) 2018/1212 to standardise and digitise communication among issuers, intermediaries and shareholders; and • the adoption of Directive (EU) 2024/2810 on multiple-vote share structures to promote listings on multilateral markets. These measures will strengthen the procedural frame- work and improve the predictability of interactions between shareholders and company management. The reform extends beyond legislative changes. A national electronic platform for participating in AGMs is being created, which will allow remote voting, proxy appointments, the automatic sharing of relevant infor- mation with shareholders, and connectivity with the European Business Register Interconnection System. This initiative follows the standards set by Directive (EU) 2019/1151 on using digital tools and processes in company law. Despite these advances, shareholder involvement in corporate governance remains limited. The capital market in the Republic of Moldova is characterised by low liquidity and minimal participation from institu- tional investors, making shareholder activism mainly defensive and sporadic. However, mandatory voting on remuneration, greater transparency in decision- making and stronger internal control mechanisms are creating conditions for a more participatory corporate culture, where shareholders play a significant role in the company’s operations. Finally, the EU accession process acts as a cata- lyst for transforming the Republic of Moldova from a jurisdiction with low shareholder engagement to one where their rights are not only legally protected but also actively exercised, in line with best European practices.
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