Issuers of financial instruments

Author:Cristian Gheorghe
Position:Associate Professor, PhD, Faculty of Law, 'Nicolae Titulescu' University of Bucharest, (e-mail: profesordrept@gmail.com).
Pages:40-46
LESIJ NO. XXIII, VOL. 2/2016
ISSUERS OF FINANCIAL INSTRUMENTS
Cristian GHEORGHE
Abstract
The rules la id down by Romanian Capita l Market Law and the regulations p ut in force for its
implementation apply to issuers of financial instruments admitted to tra ding on the regula ted market
established in Romania. But the issuers remain companies incorpora ted under Company Law of 1990.
Such dual regulations need increa sed att ention in order to observe the legal status of the
issuers/companies and financia l instruments/shares.
Romanian legislator has chosen to implement in Capital Market Law special rules regar ding the
administration of the issuer s of financial instruments, not only rules r egarding a dmitting and
maintaining to a regulated mar ket. Thus issuers are, in Romanian Law per spective, special company
that should comply special rule rega rding board of administration a nd general shar eholders meeting.
Keywords: capital mar ket, investments, issuers, regulated market, shar eholders protection
Introduction
Romanian legislator has chosen to
implement in Capital Market Law (no
297/2004) special rules regarding the
administration of the issuers of financial
instruments, not only rules regarding
admitting and maintaining to a regulated
market. Therefore Chapter VI of the
Romanian Capital Market Law contains
special pro visions regarding the companies
admitted to trading.
Thus issuers are, in Romanian Law
perspective, special company that should
comply special rule regarding
administration and decisions in general
shareholders meeting.
From the beginning, the Romanian
Capital Market Law was designed as a
comprehensive code for its field. Therefore
this law encompasses not only everything
Associate Professor, PhD, Faculty of Law, ”Nicolaeă Titulescu”ă University of Bu charest, (e-mail:
profesordrept@gmail.com).
1
Directive no 2014/65/EU of the European Parliament and of the Council on markets in financial instruments
and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID II), Art. 4 para (1).
about capital market but companies rules
too. As it happens in banking or assurance
field, overregulation of the special purposes
companies (i.e. banks or assurance
companies) is expected and detailed.
Adequate cap ital, exclusive activity object,
elaborate prudential require ments and
administrative supervision, all these are in
place in order to protect such companies.
Capital Market Law uses all these
mechanisms when it comes to investments
firms. In European Union these co mpanies
are the intermediaries, legal persons whose
regular occupation or business is the
provision of one or more investment services
to third parties, the p erformance of such
investment ac tivities o n a professional
basis
1
. All these regulations find their place
in Capital Market Law but the situation is
different for the issuers.

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