Investment funds on romanian capital market

AuthorCristian Gheorghe
PositionAssociate Professor, PhD, 'Nicolae Titulescu' University of Bucharest, Faculty of Law, Private Law Department (
LESIJ NO. XXI, VOL. 2/2014
Cristian GHEORGHE *
National la ws governing collective investment undertakings were updated as a result of European
secondary law modernization with a view to approximating the conditions of competition between those
undertakings at Community level, while at the same time ensuring more effective and more uniform
protection for unit-holders. Such coordination intended to fa cilitate the removal of the restrictions on
the free movement of units of UCITS in the in ternal market. For the purposes of internal regulation
UCITS means an undertaking: (a) with the sole object of collective investment in transferable securities
or in other liquid financial assets of capital raised from the public and which operate on the principle
of risk-spreading; and (b) with units which are, at the request of holders, repurchased or redeemed,
directly or indirectly, out of those undertakings’ a ssets. The UCITS may be constituted in accordance
with contract law (as common funds managed by management companies), trust law (as unit trusts),
or statute (as investment companies).Key investor information should be provided as a specific
document to investors, before the subscription of the UCITS, in order to help them to reach informed
investment decisions. Investment funds enjoy in Romania a new regulatory framework: the contract of
common society hosted by new Civil Code and the new Emergency Ordinance regarding UCITS.
Keywords: capital market, investments, undertakings for collective investment in transferable
securities (UCITS), financial supervisory authority, key information
The Romanian Capital Ma rket Act
(Law no 297/2004) thoroughly regulated the
undertakings for collective invest ment in
transferable securities (UCITS) since 200 4
till 2012 . Following the amendments made
on European level since 2009 (beginning
with Directive 2009 /65/EC of the European
Parliament and of the Council on the
coordination of laws, regulations and
administrative provisions relating to
undertakings for collective invest ment in
transferable securities (UCITS)) Romanian
legislator has chosen to recast the rules in an
independent act, outside of consolidated
Capital Market Act intended to comprise all
the capital market regulations: GEO no
32/2012. This normative act encompasses
* Associate Professor, PhD, “Nicolae Titulescu” University of Bucharest, Faculty of Law, Private Law Department
many measures designed to rebuild the tr ust
in a capital market continuously shaken by
an endless economic crises.
The establishment of a financial
supervisory authority (European Securities
and Markets Authority, hereinafter ‘ESMA’,
agreed by Regulation (EU) No 1095/2010 of
the European Parliament and of the Council)
is a strong signal of determination on
European stage to coordinate the measures
converging to build a uniform and efficient
framework for capital market.
One of the new elements of the UCITS
regulation is key investors in formation: the
new law requires that an investment
company and, for each of the common funds
it manages, a management company draws
up a short document containing key
information for investors. Such information

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