ROMANIA Law and Practice Contributed by: Lucian Bondoc, Bogdan Bunrau and Diana Ispas, Bondoc si Asociatii
companies’ sustainability reporting (CSRD Directive) and the Women on Boards Directive (EU) 2022/2381, which promotes equal opportunities between women and men in the management structures of compa - nies. Additionally, the amendments aims to imple - ment certain measures of the FSA National Strategy for the development of the capital markets in Roma - nia 2023–2026 (“Capital Markets National Strategy”), and considers various market participants’ proposals aimed at improving the existing legislation. Some key amendments aim to simplify the process of raising capital through share capital increases. This involves shortening certain legal timeframes, notably reducing the period for exercising preference rights from the previous 30 days to a window of 10 to 14 days. The changes also introduce greater flexibility in the organisation of general shareholders’ meetings (GSMs), with new provisions, for instance, allowing the board of directors to supplement the meeting agenda. Furthermore, the amendments seek to speed up the publication of relevant GSM resolutions in the Offi - cial Journal. Additionally, certain new rules have been brought in to strengthen the rights of minority share - holders, specifically regarding the election of board members through the cumulative voting procedure. 3.2 Significant Changes to Takeover Law The capital markets legislation was subject recently to several important changes referred to in 3.1 Signifi - cant Court Decisions or Legal Developments . The Issuers’ Law is generally in line with Directive 25/2004 on takeover bids (the “Takeover Directive”). The more recent changes to the Issuers’ Law introduced in 2025 by means of Law 238 include certain amendments related to the making information available through the European access point in the case of takeover bids (see 3.1 Significant Court Decisions or Legal Developments for details). As mentioned in 3.1 Significant Court Decisions or Legal Developments , the Issuers’ Law was subject to recent amendments,. It is expected that the relevant Romanian securities legislation will continue to be impacted by the adop - tion of new legislative changes at the EU level. Nota - ble examples are the Listing Act Package which com -
prises a proposed directive on multiple-vote shares, which is expected to impact the Romanian legislation once the relevant provisions the directive are imple - mented (which must be implemented locally by end of 2026). 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Stakebuilding is not prohibited in Romania; however, in practice, its use seems to be rather limited for vari - ous reasons, including the low liquidity of the Roma - nian capital markets, the impact of stakebuilding on the price to be offered where the bidder is subject to a mandatory takeover bid requirement or where he or she wishes to make a voluntary takeover bid to acquire control over the company. There are also implications for market abuse rules as certain safe harbours applicable to public takeovers and mergers do not apply to stakeholding (the EU Market Abuse Regulation being directly applicable in Romania). 4.2 Material Shareholding Disclosure Threshold The notification requirements regarding the acquisi - tion or disposal of major holdings laid down in the Romanian legislation implement to a large extent the provisions of the Transparency Directive 2004/109 (as amended). As such, disclosure of material sharehold - ing applies where a shareholder acquires or disposes of shares of an issuer listed on a regulated market and to which voting rights are attached, if the percent - age of the voting rights held following the acquisition or the disposal concerned, reaches, exceeds or falls below one of the 5%, 10%, 15%, 20%, 25%, 33%, 50% and 75% thresholds. The disclosure obligation also applies where the rel - evant thresholds are reached either directly or indi - rectly by holding financial instruments of similar eco - nomic effect to holdings of shares and entitlements to acquire shares, whether or not they give the right to a physical settlement.
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