ASF has submitted to the Ministry of Finance the revised form of the draft law for amending and supplementing Law no. 24/2017 on issuers of financial instruments and market operations

Bucharest, 8 July 2024 – Earlier this month, the Financial Supervisory Authority (ASF) submitted to the Ministry of Finance the revised form of the draft law for amending and supplementing Law no. 24/2017 on issuers of financial instruments and market operations, approved by the Authority's Council in the meeting of 11 June 2024. The document can be consulted on the ASF website– www.asfromania.ro.

Before being approved by the ASF Council, the draft law was in public consultation, a public debate was held at the Ministry of Finance (MF), numerous working meetings were held with the associations and the Authority analysed all the comments received.

The draft law will go through the process of endorsement and approval by the Government and then parliamentary debate. It may be subject to amendments and additions, as appropriate, during the MF’s endorsement and approval process.

This legislative initiative aims to transpose into national law two European directives and to fulfill some of the objectives of the National Strategy for the development of the Romanian capital market for the period 2023-2026, representing a crucial step for the consolidation of the Romanian capital market.

Among the most important amendments and additions to the legislation on issuers of financial instruments and market operations are:

Simplification of procedures and reduction of the time needed to raise capital

• The time limit for exercising pre-emptive rights. Provisions are introduced whereby, by way of derogation from the general provisions applicable in this area, in the case of increases in the share capital of companies whose shares are traded on the capital market, the minimum period allowed for the exercise of the pre-emptive right is reduced from 30 days to 14 calendar days, but not less than 10 working days.
• Publication and expeditious publication of decisions by the Official Gazette. Provisions are introduced establishing a maximum deadline within which the decisions on the modification of the characteristics of the issues/numbers of securities shall be submitted to the Trade Register Office (3 working days from the date of adoption of the decision), respectively a maximum deadline within which these decisions shall be published in the Official Gazette of Romania.

Enforcement of a judgment annulling or declaring nullity

• Provisions are introduced to regulate the enforcement of a judgment definitively annulling or declaring null and void a decision approving an increase in share capital.

Maintaining the obligation to prepare and publish the quarterly report

• Quarterly report. The quarterly report has been maintained, increasing the publication deadline from 45 days to 60 days. The maintenance of the quarterly report has resulted, for the sake of unity of approach and to ensure comparability of financial information, in the introduction of express provisions establishing that the provisions on the content/form of the half-yearly report also apply to the quarterly report, with an exception from the obligation to publish the directors’ report, which may be published optionally.
• Half-yearly report. Where the issuer is required to prepare consolidated reporting, the half-yearly financial report prepared in accordance with international accounting standards applicable to interim financial reporting shall only contain the condensed consolidated half-yearly financial statements and the other half-yearly financial report component documents and, optionally, the condensed individual half-yearly financial statements and the other half-yearly financial report component documents.

The text of the revised draft law can be found here (in Romanian)