MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
Examination of Investments of Importance for State Security. Clearance is a condition precedent to clos - ing, and the standstill obligation applies until approval is granted. The authority may approve the transaction uncondi - tionally, approve it subject to commitments or con - ditions, or prohibit it. Implementation without the required approval may trigger invalidity risks and administrative sanctions. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The most significant legal development in Moldova over the past three years in the M&A context has been the adoption of Law No. 229 of 31 July 2023, which substantially reformed the corporate framework gov - erning commercial companies. The reform primarily modernised the regime applica - ble to limited liability companies, the corporate vehicle most frequently used in private M&A transactions. It introduced express recognition of non-proportional rights attached to participations, enhanced govern - ance flexibility, clearer shareholder withdrawal mech - anisms, and statutory consolidation of sharehold - ers’ agreements as enforceable instruments. These changes materially increased contractual freedom in structuring control, minority protection, investment rounds and exit mechanisms. The amendments also, for the first time, provided statutory recognition of shareholders’ agreements in joint-stock companies, significantly strengthening the enforceability of voting arrangements, transfer restric - tions and exit provisions in both private and public transactions. Importantly, these reforms are part of Moldova’s broader legislative alignment with EU law in the con - text of accession negotiations. Over the past three years, Moldova has progressively aligned its company law, capital markets framework, financial regulation and competition rules with European standards. For M&A transactions, this alignment enhances legal
predictability, facilitates cross-border structuring and reduces jurisdictional risk for European investors. In parallel, the adoption of the new Regulation on Eco - nomic Concentrations by Government Decision No. 2 of 6 March 2025 further aligned Moldova’s merger control framework with the EU acquis. Although the core provisions of Competition Law No. 183/2012 remained unchanged, the new Regulation introduced greater procedural clarity and incorporated key ele - ments of the EU merger control model, increasing pre - dictability and transparency in notifiable transactions. 3.2 Significant Changes to Takeover Law In the past year, Moldova has not made any major changes to its legal rules for public takeover bids. The rules on mandatory bids, disclosure require - ments, minority rights and squeeze-out procedures stay the same. Moldova’s takeover laws are already quite consistent with European standards and incor - porate key EU principles such as equal treatment of shareholders, offer transparency and safeguarding minority interests. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Building a significant stake in a target before launch - ing a public takeover bid is uncommon in Moldova. Limited capital market liquidity, few listed compa - nies and typically concentrated ownership structures substantially constrain the practical scope for gradual on-market accumulation. In practice, control is more often obtained through privately negotiated block transactions with major shareholders rather than through incremental market purchases. Although stakebuilding is legally permissible, incre - mental acquisitions in a listed company are subject to statutory disclosure thresholds and may trigger a mandatory takeover bid once the relevant control threshold is reached. Bidders must therefore carefully assess the timing and regulatory consequences of any pre-offer accumulation strategy. Where stakebuilding is pursued, it must comply with transparency requirements, including disclosure of
850 CHAMBERS.COM
Powered by FlippingBook