This article offers an analysis of the investors’ protection in the context of public takeover bid, both from a legislative point of view and from the case law point of view, and also by including comparative law and EU law sections. The article covers voluntary and mandatory takeover bids, with a focus on the obligations of the Board of Directors, the anti-takeover methods developed in practice, and also on the price setting mechanism...

Tort liability in the capital markets field for failure to comply with the transparency obligations set out in regulations is currently a mostly theoretical topic of research as cases involving such liability are not brought to court because of various reasons, one of which being the lack of clarity and efficiency of the Romanian legislation in this field. Although failure to comply with the transparency obligations is not a rare occur...

This study aims to examine the current state of national regulations on insider information, as well as their legal status. The highly technical nature of this study compels us to explain and analyze, at the same time, some key concepts for understanding the subject.Without trying to fully investigate the subject matter, the paper starts with an overview of the American background which created for the first time the need to regula...

It is an undisputable fact that state-owned enterprises have become, in the last two decades, a black hole of the national economy, which absorbs far more public resources than it creates. Under the recent agreements with the International Monetary Fund and the European Commission, the Romanian government undertook the obligation to privatise the most significant state -owned enterprises in its portfolio.As a prerequis...

The reform of state-owned enterprises’ corporate governance through the Government Emergency Ordinance no. 109 from December 14, 2011 is mostly noticed as the promoting the „private management” of these entities. However, considering the imminent privatization of significant state-owned enterprises, the legal cornerstone of the reform relates rather to the improvement of minority shareholders protection and to the enhancement of these ...