Best Corporate Governance Lawyers in Romania

About Corporate Governance Law in Romania

Corporate governance in Romania refers to the system of rules, practices, and processes by which companies are directed and controlled. Its core objectives are to establish a framework for attaining a company’s objectives, encompassing virtually every sphere of management, from action plans and internal controls to performance measurement and corporate disclosure. Romanian corporate governance laws aim to ensure the accountability of a company’s board of directors, improve transparency, safeguard shareholders’ rights, and foster investor confidence. These laws apply to both publicly listed and, in many aspects, privately held companies with some tailored regulations for each category. The foundation of corporate governance in Romania relies on a combination of statutory laws, regulations issued by the Bucharest Stock Exchange, as well as best practice codes promoted by regulatory authorities and industry bodies.

Why You May Need a Lawyer

Engaging a lawyer with expertise in corporate governance in Romania can be essential in a number of situations. Some common scenarios include:

• Navigating compliance with new or existing corporate governance regulations
• Assisting with the incorporation and structuring of new companies
• Advising on the roles, duties, and liabilities of directors, managers, or corporate officers
• Handling allegations of ethics violations, conflicts of interest, or breaches of fiduciary duties
• Assisting in drafting and amending internal company policies and codes of conduct
• Managing shareholder relations, shareholders’ meetings, and ensuring proper reporting
• Guiding companies through regulatory investigations or enforcement actions
• Advising on mergers, acquisitions, or other structural changes affecting governance
• Helping resolve disputes between shareholders, or between shareholders and management
• Representing companies before Romanian regulatory bodies such as the Financial Supervisory Authority

These situations often require technical legal knowledge and deep familiarity with Romanian law and regulatory practices, making it wise to seek specialized legal advice.

Local Laws Overview

Romanian corporate governance is primarily regulated by several key pieces of legislation. The most relevant laws and regulations include:

• Company Law (Law no. 31/1990) - Governs the forms of business organizations, responsibilities of shareholders, directors, and sets the basic principles of corporate structure.
• Civil Code - Complements the Company Law by providing general contract and corporate relationship rules.
• The Bucharest Stock Exchange Corporate Governance Code - Provides the principal framework for corporate governance among listed companies, emphasizing transparency, reporting, board structure, and the rights of shareholders.
• Law no. 297/2004 and the subsequent Capital Markets Law - Apply to public companies and set the grounds for transparency and information disclosure.
• Financial Supervisory Authority (ASF) regulations - These provide detailed requirements, especially for financial, insurance, and listed sectors.
• Principles and recommendations from the OECD and EU are also influential, shaping best practices and harmonization across the region.

Key aspects of corporate governance law in Romania focus on board responsibilities and composition, disclosure and transparency, treatment of minority shareholders, internal controls, and audit processes. The law also stipulates criminal and civil liability for directors failing to fulfil their duties. Public companies must comply with more stringent reporting and governance obligations.

Frequently Asked Questions

What is the main law governing corporate governance in Romania?

The main law is Law no. 31/1990 on Companies, supplemented by specific regulations for listed companies and the Corporate Governance Code of the Bucharest Stock Exchange.

Which companies are required to comply with corporate governance rules?

All companies must comply with basic governance provisions under Company Law. Publicly listed companies have additional and stricter obligations, especially regarding transparency and reporting.

What are the main responsibilities of a company’s board of directors in Romania?

The board of directors is responsible for managing the company in its best interest, setting strategies, ensuring compliance with law and company policies, safeguarding shareholder rights, and properly disclosing information.

Are there rules about independent directors in Romania?

Yes, listed companies must have a certain number of independent directors on their boards. This is set out in the Corporate Governance Code of the Bucharest Stock Exchange.

What are the rights of minority shareholders?

Minority shareholders have specific information and participation rights, can propose agenda items, challenge decisions in court, and request information on the company's activity.

What happens if the board or managers breach their duties?

Directors and managers may be held civilly or criminally liable for damages caused to the company, shareholders, or third parties as a result of breaching their legal duties.

How often must general shareholder meetings be held in Romania?

Ordinary general meetings must be held at least once a year to approve financial results and other key matters. Extraordinary meetings are called for special issues as needed.

Is it mandatory to have internal auditors or audit committees?

Audit committees are mandatory for listed companies and recommended for larger private ones, especially when required by law or good practice standards. An internal auditor is also required for companies exceeding certain financial thresholds.

How does Romanian law address conflicts of interest among directors?

Directors must disclose any personal interest in company transactions and abstain from voting on related matters. Failure to do so can result in personal liability.

What are the consequences of non-compliance with corporate governance codes in Romania?

Non-compliance can lead to regulatory sanctions, loss of investor confidence, shareholder lawsuits, and potential criminal liability in serious cases.

Additional Resources

If you need further information or detailed guidance on corporate governance in Romania, the following resources may be useful:

• Bucharest Stock Exchange - Offers the Corporate Governance Code and guidelines for listed companies.
• Financial Supervisory Authority (ASF) - Publishes regulations and supervision practices for financial markets and listed companies.
• Romanian Chamber of Commerce and Industry - Provides support, advocacy, and information for businesses across Romania.
• OECD Guides and Best Practices - While not specific to Romania, these offer helpful explanations of good governance principles and how they are applied locally.
• Legal professional associations and specialized law firms in Romania - Many offer free information, seminars, and publications on corporate governance topics.

Next Steps

If you believe you require legal assistance in the area of corporate governance in Romania, consider taking the following steps:

• Identify your specific concern or area of uncertainty within your company or organization, such as regulatory compliance, board structure, or shareholder rights.
• Gather all relevant documents and information related to your case or query, such as your company statutes, previous board decisions, and relevant correspondence.
• Seek out a law firm or legal expert with specialized experience in Romanian corporate law and governance. You may wish to consult resources like the Romanian Bar Association or ask for recommendations from trusted business contacts.
• Arrange an initial consultation to explain your situation, ask questions, and understand the potential cost and process of legal representation or advice.
• Stay informed about best practices by monitoring guidance from the Bucharest Stock Exchange and other reputable bodies.

Legal matters concerning corporate governance can be complex and may affect your company’s reputation, operations, and financial standing. Experienced legal counsel is often essential to ensure compliance and mitigate risk.