Reflections on Romanian Legal Framework for Company Voluntary Delisting Considering EU Legislation and the Principles of Law
Reflections on Romanian Legal Framework for Company Voluntary Delisting Considering EU Legislation and the Principles of Law

Summary/Abstract: In order to obtain a coherent legal framework for the security market it is essential to establish clear principles and regulations for both companies’ listing and delisting considering the EU legislation and the general principles of law. This essay concludes that the legal framework for delisting a Romanian Company and especially the legal provisions regarding the right of squeeze out, at the date hereof, contains some inconsistent and inconsequent provisions. The Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (hereinafter the Directive) provides the general main rules applicable to the majority shareholder's squeeze-out right that need to be provided by all EU member state legislations. Among other rules and principles the Directive requests the Member States to assure that the right of squeeze may be exercised by the majority shareholder (offeror) only within 3 months after the finalization of the public bid. Romanian primary legislation – Law no 297/2004 on capital market - in art. 206 alin. 4 allows the exercise of the squeeze out right after the expiration of the 3 months period from the date the public ofer was finalized, stating that in such case the majority shareholder must provide an evaluation report based on which the price offerred to minority shareholders for their shares is established. Another debatable issue is that the provisions on delisting based on a decision of the general meeting of shareholders contained by the primary legislation (Romanian Capital market Law no 297/2004 edicted by the Parliament) were replaced by the National Seccurities Commission Disposal of Measures no 8 and did not apply despite of the facte they have not been abrogated. The article analyses possible amelioration of Romanian legislation on voluntary delisting.

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