MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
In practice, most significant M&A transactions include arbitration clauses, particularly in cross-border deals, reflecting parties’ preference for confidentiality and specialised adjudication. Nevertheless, even arbitral proceedings specifically relating to M&A transactions remain infrequent. When disputes arise, they typically concern post- closing adjustments, warranty claims or earn-out mechanisms rather than challenges to the validity of
Although recent legislative reforms, particularly the explicit recognition of shareholders’ agreements and strengthened minority protections, may gradually facilitate more structured investor engagement, activ - ism in Moldova remains primarily a tool for protect - ing rights rather than for driving long-term strategic change. 11.2 Aims of Activists In Moldova, activist investors do not generally seek to initiate, accelerate or block M&A transactions, spin-offs or major divestitures. The concentrated ownership structure of most companies means that strategic decisions are predominantly shaped by con - trolling shareholders rather than by minority-driven campaigns. There is no visible pattern of activists using public pressure to influence announced transactions. When minority shareholders express concerns, these typi - cally relate to procedural fairness, valuation or com - pliance issues, rather than to advocating for alterna - tive strategic transactions. As a result, M&A activity is rarely shaped by activist agendas in the local market. 11.3 Interference With Completion Interference by activists with the completion of announced M&A transactions is rare in Moldova. Giv - en the concentrated ownership structures and the lim - ited role of activist investors, challenges to announced transactions are exceptional. Any opposition from minority shareholders is typically addressed through corporate governance mechanisms rather than organ - ised activist campaigns.
the transaction itself. 10.2 Stage of Deal
See 10.1 Frequency of Litigation . 10.3 “Broken-Deal” Disputes See 10.1 Frequency of Litigation . 11. Activism 11.1 Shareholder Activism
Shareholder activism is not currently a major or sys - temic force in Moldova. The capital market remains relatively small, liquidity is limited, and ownership structures are highly concentrated, typically centred on founders or controlling shareholder groups. This structural context leaves little room for activist cam - paigns comparable to those seen in more mature markets. When activism occurs, it is usually defensive and reac - tive rather than strategic. Minority shareholders tend to focus on governance issues, including challenging board decisions, requesting special audits, contest - ing capital increases or dividend policies, and raising concerns about transparency or conflicts of interest. In regulated sectors such as banking and insurance, activism has occasionally emerged in the context of ownership disputes or regulatory interventions.
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