MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
on the formal classification of the instrument but on its effect on voting rights or influence over the issuer. From a competition law perspective, derivatives are relevant where they contribute to a lasting change of control over an undertaking. If a derivatives-based arrangement results, directly or indirectly, in decisive influence and the applicable turnover thresholds are met, prior notification to the Competition Council is required. Implementation is prohibited until clearance is granted. 4.6 Transparency Under general capital markets rules, shareholders that cross statutory disclosure thresholds are not required to disclose the purpose of their acquisition or their intentions regarding control. Standard notifications primarily address the size of the holding and the iden - tity of the acquirer, rather than strategic objectives. A stricter regime applies in the banking and insurance sectors. Acquiring a qualifying holding in a bank or insurance undertaking requires prior approval from the National Bank of Moldova. The prospective acquirer must submit detailed information to allow the authority to assess financial soundness, reputation, source of funds, and the capacity to ensure prudent and sound management of the institution. As part of this approval process, the regulator may require disclosure of the acquirer’s strategic inten - tions, the proposed governance structure and any planned changes to the target’s activities. The trans - action may not be completed until the required author - isation is granted.
ally occurs only upon completion and only if the par - ties agree to issue a joint announcement. For companies whose securities are admitted to trading on a regulated market or multilateral trading facility, disclosure obligations arise in the context of a takeover bid. A bid must be made public when the offeror decides to launch a voluntary offer or when the statutory thresholds triggering a mandatory offer are met. In such cases, the offeror must notify the National Commission for Financial Markets, the target’s gov - erning body and the regulated market operator, and publish the offer announcement in accordance with capital market rules. 5.2 Market Practice on Timing Market practice in Moldova generally follows the statutory disclosure regime closely. Listed companies and bidders tend to adhere strictly to the timelines and procedures set out in capital markets legislation, given supervisory scrutiny and the risk of administra - tive sanctions for delayed or incomplete disclosure. In practice, issuers often adopt a cautious approach to price-sensitive information, particularly in takeover situations. When it is unclear whether negotiations have reached a sufficiently advanced stage to consti - tute inside information, companies may opt for earlier disclosure to mitigate regulatory and reputational risk. 5.3 Scope of Due Diligence The scope of due diligence in a negotiated business combination in Moldova is transaction-specific and typically tailored to the sector, deal structure and risk allocation. Both full-scope and red-flag reviews are common. Standard legal due diligence covers corporate mat - ters (incorporation, share capital, ownership struc - ture, transfer restrictions), material contracts (includ - ing change-of-control clauses and termination rights), financing arrangements and key commercial agree - ments. Title to real estate and land rights is verified through the Cadastral Register, with particular attention to encumbrances and statutory restrictions. Regulatory compliance is a central focus, especially in licensed
5. Negotiation Phase 5.1 Requirement to Disclose a Deal
In transactions involving private companies, the tar - get is generally not required to disclose the deal at the stage of initial approach, negotiations, signing of a non-binding letter or execution of definitive agree - ments. The parties typically enter into non-disclosure agreements and include confidentiality provisions in the transaction documentation. Public disclosure usu -
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