MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
significant shareholdings and ultimate beneficial own - ership, as well as applicable market conduct rules. 4.2 Material Shareholding Disclosure Threshold Moldovan capital markets legislation establishes man - datory disclosure requirements for significant share - holdings in public-interest entities and in companies whose securities are admitted to trading on a regu - lated market or multilateral trading facility. Any natural or legal person, acting individually or in concert, who directly or indirectly acquires, dispos - es of or otherwise changes the proportion of voting rights must notify both the issuer and the competent authority once their holding reaches, exceeds or falls below the statutory thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 66%, 75% and 90% of the voting rights. Notification must be made within the prescribed stat - utory timeframe and in the required form. Following receipt of the notification, the issuer is responsible for ensuring public disclosure of the relevant information. These rules are designed to ensure transparency of ownership structures and timely market information regarding changes in control or significant influence. Non-compliance may result in administrative sanc - tions and, in certain cases, suspension of voting rights Companies cannot override the statutory disclosure requirements by setting different reporting thresholds in their bylaws or articles of incorporation. These thresholds for reporting significant shareholdings are set by mandatory capital markets laws and cannot be altered by contract. Any internal rules attempting to change these rules would not be enforceable. Besides statutory disclosure limits, building stakes can also be restricted by structural and regulatory factors, such as concentrated ownership, limited market liquidity, and mandatory bid rules that activate when a control threshold is reached. attached to the shares concerned. 4.3 Hurdles to Stakebuilding Transparency rules concerning ultimate beneficial owners further restrict the ability to acquire shares
indirectly or through opaque structures. In certain sectors, approvals specific to the industry (such as in regulated sectors) and merger control clearances may also prevent increasing holdings beyond certain levels without prior regulatory approval. Failing to comply with disclosure requirements can lead to administra - tive penalties and, in some cases, suspension of vot - Derivatives trading is permitted under Moldovan cap - ital markets legislation, which recognises derivative financial instruments linked to securities and other financial assets. In practice, however, the derivatives market remains underdeveloped, and such instruments are rarely used in public M&A transactions or stakebuilding strate - gies. Limited liquidity and infrastructure constrain their practical relevance. ing rights for the affected shares. 4.4 Dealings in Derivatives Where derivatives confer direct or indirect exposure to voting rights or control, the relevant transparen - cy and disclosure obligations may apply, including notification of significant holdings. In terms of regu - latory treatment, derivative transactions are subject to reporting, transparency and market conduct rules comparable to those applicable to dealings in the underlying securities. 4.5 Filing/Reporting Obligations Under Moldovan capital markets legislation, deriva - tives are treated as financial instruments that can trig - ger disclosure obligations when they provide access to shares or confer economic exposure comparable to share ownership. If such instruments result in the acquisition, disposal or modification of voting rights, the statutory thresholds for significant shareholding notification apply. The relevant person must notify both the issuer and the competent authority when a reporting threshold is reached, exceeded or fallen below. In addition, transactions in derivatives entered into by persons discharging managerial responsibilities, or by persons closely associated with them, are subject to specific reporting requirements. The regulatory focus is not
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