MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
sectors, including the validity of permits and exposure to administrative risk. Employment matters, including key management contracts and enhanced severance arrangements, are reviewed alongside litigation and administrative proceedings. Tax, competition, sanctions and ESG considerations are increasingly integrated, particularly in cross-bor - Standstill undertakings are not a prominent feature of the Moldovan M&A market, largely because hostile bids are rarely made and ownership is relatively con - centrated across most companies. Exclusivity arrangements, by contrast, are customary in negotiated private transactions. Buyers typically require an exclusivity period during which the seller agrees not to solicit, negotiate with or enter into dis - cussions with competing bidders. This reflects the time and cost involved in conducting due diligence, structuring the transaction and securing necessary regulatory approvals, including merger control or In private M&A transactions, it is both permissible and customary to document the commercial terms in a definitive share purchase agreement (SPA). The SPA typically governs price, conditions precedent, representations and warranties, covenants and post- closing obligations. In the context of public tender offers for listed com - panies, the position is different. The terms and condi - tions of the offer must be set out in the offer document (prospectus) approved by the competent capital mar - kets authority. The offer must be conducted strictly in accordance with the approved terms and cannot be varied through private arrangements vis-à-vis the broader shareholder base. der or institutional transactions. 5.4 Standstills or Exclusivity sector-specific authorisations. 5.5 Definitive Agreements While an acquirer may enter into separate agreements with significant shareholders (eg, irrevocable under - takings to tender or pre-offer block purchases, where
permitted), the public offer itself is governed exclu - sively by the statutory framework and the regulator- approved offer document. 6. Structuring 6.1 Length of Process for Acquisition/Sale There is no fixed statutory timeline for completing an M&A transaction in Moldova, as the duration mainly depends on the deal’s regulatory scope and the struc - ture chosen by the parties. In straightforward private transactions without regulatory approvals, signing and closing can happen quite quickly, since transferring participations in a limited liability company can be registered promptly once the documentation is sub - mitted. However, most transactions typically take several months, mainly due to the time needed for due dili- gence, negotiating transaction documents and ful - filling conditions precedent. If merger control is trig - gered, the Competition Council reviews the deal in Phase I within 30 business days, with an option for a more detailed Phase II investigation lasting up to 90 business days. Additionally, deals subject to national security screening can face an extra review of up to 45 days. Transactions in regulated sectors, such as banking or insurance, require prior approval from supervisors, which can further delay the closing process. 6.2 Mandatory Offer Threshold Moldovan capital market legislation sets a mandatory takeover threshold. Any person who, directly or indi - rectly, alone or together with persons acting in con - cert, acquires more than 50% of the voting securities of a listed company must launch a mandatory takeo - ver bid addressed to all remaining holders of the same class of securities. The offer must be made at a fair price determined in accordance with statutory pricing rules. The obliga - tion arises upon registration of the relevant holding in the accounts of the Central Securities Depository and must be initiated within the legally prescribed period.
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