Significance of the notions of acquisition and acquirer on the financial banking market

AuthorVasile Nemeşi; Gabriela Răducan
Pages177-181

Vasile Nemes. Associate professor, Ph.D., Law Faculty, „Nicolae Titulescu” University, Bucharest (e-mail: avocatnemes@yahoo.com).

Gabriela Răducan. Lecturer, Ph.D., Law Faculty, „Nicolae Titulescu” University, Bucharest.

Page 177

1. Introduction

By adopting Government Emergence Ordinance no. 99/20061 regarding the credit institutions and the adequateness of the capital, there were significant changes of the concepts regarding the setting up, organization, functioning and termination of the existence of the entities in the banking field.

It changed also the view of carrying on the operations specific to the banking activity, including under the aspect of the competent entities that exercise such operations.

Ordinance no. 99/2006 uses the notion of credit institution and stipulates that these can be set up and run under one of the following categories: a). banks; b). cooperative credit c). organizations; d). savings and credit banks in the housing sector; e). mortgage credit banks; f). issuing institutions of electronic currency2.

It is not our aim to comment upon all the new concepts of the legislator regarding the exercise of the banking trading, but just upon some aspects regarding the shareholders and the shareholdership of the credit institutions. This is because many new notions such as that ofPage 178potential acquirer” and „suggested acquisition” have been introduced. Our choice is the result of the substance modifications of the requirements regarding the obtaining, exercise and loss of the capacity of shareholder at a credit institution.

2. Significance of the notions of „potential acquirer”, „suggested acquisition” and „ qualifying holding”
2.1. Material location

The three notions are defined by Government Emergence Ordinance no. 99/2006 in the second section. So, according to the provisions of art. 7 paragraph 1, item 11, a potential acquirer means any natural or legal entity or the group of such entities that take action with regard to the suggested acquisition.

We notice that the notion of potential acquirer is defined through that of suggested acquisition to which, nevertheless, is closely connected.

From the perspective of Ordinance no. 99/2006, art. 7 paragraph 1, item 12, a suggested acquisition means the decision made by a potential acquirer to directly or indirectly acquire a qualifying holding in a credit institution, Romanian legal entity, or to increase the qualifying holding so that the ratio of its rights to vote or of holding registered capital should reach or exceed the level of 20%, a third or 50% or so that the credit institution should become one of its subsidiaries.

At last, a qualifying holding is a direct or indirect holding in an entity that represents 10% or more of the capital or of the rights to vote of the entity or that make possible the exercise of a significant influence on the administration of that particular entity (art. 7 paragraph 1, item 17).

2.2. Juridical meaning of the notions

It is found that the three notions are in a close interdependency; in order to explain one, we have to make reference to the definition of the other one.

Due to that, we will mostly use the term of potential acquirer.

In establishing the juridical meaning of the potential acquirer notion, the legislator uses two criteria: an objective one reported to the holding share to the registered capital or to...

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