MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
7.3 Producing Financial Statements Even when a full prospectus is not required, bidders must provide sufficient financial information to enable investors to make an informed decision. In exempt offerings – such as those addressed exclusively to qualified investors or to a limited number of identi - fied persons – the bidder must still disclose key finan - cial data about the issuer (and any guarantor, where applicable). This typically includes summary financial information derived from the most recent financial statements, an overview of assets and liabilities, and a description of material risks associated with the securities or the guarantee structure. When a prospectus is required, it may be prepared as a single document or as separate components (reg - istration document, securities note and summary). The prospectus must contain comprehensive finan - cial information about the issuer, including audited financial statements prepared in accordance with the applicable accounting standards, together with risk factors, a business description and details of the rights attached to the securities. The overarching principle is that disclosure must be sufficient to allow investors to assess the issuer’s financial position, performance and prospects, as well as the nature of the securities offered. 7.4 Transaction Documents Moldovan law does not impose a general obligation to publish transaction documents in full. In the con - text of a public offer, all material information about the transaction must be included in the approved offer document or prospectus, but the underlying agree - ments – such as share purchase agreements, share - holders’ agreements or financing arrangements – are not required to be disclosed in full. If a transaction agreement contains material terms rel - evant to investors, those terms must be summarised in the disclosure document to the extent necessary to ensure informed decision-making and compliance with transparency requirements. The regulator’s focus is on substantive disclosure rather than on the full publication of contractual documentation.
Outside the capital markets framework, transaction documents remain confidential unless disclosure is required by law, a court order or a regulatory request.
8. Duties of Directors 8.1 Principal Directors’ Duties
In a business combination, directors must act within the limits of their authority and in accordance with the company’s constitutional documents and applicable law. Their core duties include the duties of loyalty and care. Directors must act in good faith, in the best inter - ests of the company, and with the diligence expected of a prudent and competent administrator. Under Moldovan law, directors’ duties are owed pri - marily to the company itself, rather than directly to individual shareholders. However, in discharging their mandate, directors are expected to take into account the company’s long-term interests, including those of employees, contractual counterparties and, in certain circumstances, creditors. In situations approaching insolvency, protecting creditors’ interests becomes particularly relevant. 8.2 Special or Ad Hoc Committees The establishment of special or ad hoc committees in the context of business combinations is uncommon in Moldovan corporate practice, particularly among privately held companies. Corporate legislation pro - vides detailed rules for approving major transactions and those involving conflicts of interest, reducing the structural need for separate board committees. When a conflict of interest arises, the interested director must disclose it and refrain from participat - ing in deliberations or voting on the relevant matter. Depending on the nature and materiality of the trans - action, approval may be required from the board of directors or the general meeting of shareholders. In listed companies or in transactions involving for - eign or institutional investors, boards may, in practice, establish ad hoc committees to enhance procedural robustness and mitigate litigation or reputational risk. However, this is driven by governance considerations rather than by a statutory requirement.
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