MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
lation. This significantly reduces the practical feasibil - ity of unsolicited takeover strategies. Furthermore, most transactions are structured as negotiated block acquisitions rather than market-driv - en bids, which further limits the relevance of hostile tactics in the local M&A landscape. 9.2 Directors’ Use of Defensive Measures Moldovan capital markets legislation substantially limits directors’ ability to deploy defensive measures once a takeover bid has been launched. During the offer period, the target’s management and/or board may not take actions that could frustrate or materially affect the outcome of the bid without prior approval of the general meeting of shareholders. Accordingly, any measure that could alter the capi - tal structure, dispose of significant assets, enter into extraordinary transactions or otherwise impede the offer must be authorised by shareholders. The board’s role is primarily to issue a reasoned opinion on the offer and to provide shareholders with an informed assessment of its implications. Although the legislation does not expressly use the terminology of a “board neutrality rule”, the statutory regime effectively operates as such. Directors are con - strained from unilaterally adopting defensive tactics and must defer to shareholder decision-making in the context of a takeover. 9.3 Common Defensive Measures Given the limited number of public takeover trans - actions in Moldova and the statutory requirement that any defensive action capable of frustrating a bid be approved by the general meeting of sharehold - ers, there is no established practice of sophisticated defensive measures comparable to those in more developed capital markets. In practice, traditional defensive tools such as poison pills, staggered boards or shareholder rights plans are not part of the Moldovan corporate landscape. Capital increases, disposal of material assets or other structural measures that could dilute or deter a bidder would require prior shareholder approval during the offer period.
The board’s response is therefore typically limited to issuing a reasoned opinion on the offer and, where appropriate, facilitating the emergence of an alterna - tive bidder, subject to compliance with neutrality and equal treatment principles. Accordingly, defensive tactics are structurally con - strained and largely dependent on shareholder deci - sion-making rather than unilateral board action. 9.4 Directors’ Duties Moldovan law does not provide for specific or enhanced duties of directors exclusively in the con - text of defensive measures during a takeover. Direc - tors remain subject to their general statutory duties as set out in the Civil Code and applicable corporate legislation. The fundamental duty of a director is to act within the limits of their authority, in compliance with the com - pany’s constitutional documents and the resolutions of its competent corporate bodies. Directors must pursue the company’s purpose, act in good faith and exercise the care and diligence expected from a pru - dent administrator, having regard to their knowledge and experience. In adopting any defensive measure, directors must act in the best interest of the company, avoid conflicts of interest and, where required by law, obtain shareholder approval for measures capable of frustrating a takeover bid. 9.5 Directors’ Ability to “Just Say No” Under Moldovan law, directors do not have the power to unilaterally block or prevent a takeover bid. The statutory framework limits the ability of the board to take actions that could frustrate a public offer without prior approval from the general meeting of sharehold - ers.
10. Litigation 10.1 Frequency of Litigation
Litigation in connection with M&A transactions in Moldova is relatively rare. Disputes arising from share purchase agreements or business combinations are uncommon before state courts.
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