ROMANIA Law and Practice Contributed by: Lucian Bondoc, Bogdan Bunrau and Diana Ispas, Bondoc si Asociatii
5. Negotiation Phase 5.1 Requirement to Disclose a Deal
The notification must be made to the issuer and to the FSA (if Romania is the home member state of this issuer) in Romanian or a widely recognised interna - tional financial language, within four trading days. The issuer must make the notification public within three working days of its receipt. Where the 33% threshold is exceeded, either on an individual basis or together with other persons acting in concert, the obligation to launch a mandatory take - over bid may apply in connection with issuers listed on a regulated market, unless the bidder can rely on an exemption (see 6.2 Mandatory Offer Threshold ). 4.3 Hurdles to Stakebuilding Issuers are prohibited from determining thresholds in their constitutive acts other than the ones laid down by law. See 4.1 Principal Stakebuilding Strategies in relation to general stakebuilding hurdles. 4.4 Dealings in Derivatives Dealings with derivatives are not prohibited under Romanian law. However, transactions with derivatives are taken into account to determine whether share - holding disclosure obligations apply if the relevant thresholds, indicated in 4.2 Material Shareholding The filing/reporting obligations under the European Market Infrastructure Regulation (EMIR), a European regulation on over-the-counter (OTC) derivatives, apply, as EMIR is directly applicable in Romania. 4.6 Transparency In the case of a takeover bid, the bidder is required to disclose in the offer document the plans for continu - ing the business of the target company, for example, including any significant change in working condi - tions, in particular the bidder’s strategic plans for the two companies, if any, and possible repercussions for the jobs and business locations of the companies. Explicit information will also be provided regarding the bidder’s plans on a potential winding-up, changing the object of activity and withdrawing from trading on a regulated market. Disclosure Threshold , are reached. 4.5 Filing/Reporting Obligations
In public M&A deals, disclosure requirements dictate that the application of an inside information disclosure regime must be considered in line with the EU Market Abuse Regulation. Therefore, the target must make a case-by-case analysis and decide at what stage of the deal the relevant non-public, price-sensitive informa - tion is accurate enough to qualify as inside information subject to disclosure obligations. As a rule, the issuer must disclose any inside informa - tion as soon as possible, but no later than 24 hours after the event or after the date when the information is brought to its attention. If information is made public through the press or an online post not initiated by the issuer in the context of its reporting requirements, or in the case of a market rumour explicitly referencing privileged information at the issuer’s level, the issuer must immediately publish that information under the EU Market Abuse Regula - tion. This is required if the information is sufficiently detailed to indicate that its confidentiality is no longer assured. The publication must be carried out using the same conditions and mechanisms as those used for communicating inside information, ensuring an ad hoc announcement is published as soon as possible. Per the recent amendments to the EU Market Abuse Regulation, the rules of delaying disclosure of inside information have been slightly amended. Under such new rules, applicable as of 5 June 2026, the issuer may delay, at its own responsibility, disclosure of inside information to the public, subject to the obser - vance of certain conditions (eg, immediate disclosure is likely to prejudice the legitimate interest of the issu - er; the information for which a delay of disclosure is requested must not contradict the issuer’s latest pub - lic announcement on the same matter (as opposed to the previous condition related to the delay not mis - leading the public) and the issuer can ensure the con - fidentiality of that information). ESMA has launched a public conclusion on MAR guidelines related to the delay in the disclosure of inside information.
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