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).

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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.