The legal status of the shares traded on Rasdaq market

• Author: Cristian Gheorghe
• Position: Associate Professor, PhD, Faculty of Law, 'Nicolae Titulescu' University of Bucharest (e-mail: profesordrept@gmail.com).
• Pages: 108-115

LESIJ NO. XXII, VOL. 1/2015

THE LEGAL STATUS OF THE SHARES TRADED ON

RASDAQ MARKET

Cristian GHEORGHE*

Abstract

RASDAQ Market was launched in Romania in 1996, appeared as a mirroring of the well-

established American market NASDAQ (which stood for National Association of Securities Dealers

Automated Quotations). The role designated for RASDAQ was as platform for valuing papers issued

in the privatization program in Romania (mass privatization process - MPP). In fact the participating

companies to MPP had the legal obligation, under first Romanian Capital Market Law, No 52/1194,

to be listed on a stock exchange.

Although it attended a US regulatory model, RASDAQ had to adapt to European rules with the

accession of Ro mania to the European Union. The relevant EU rules (i.e., Directive 2004 /39/EC on

markets in financial instruments – MiFID, about to be replaced by Directive 2014/65/EU– MiFID II)

provide for only two types of trading systems, i.e. regulated markets and multilateral trading facilities

(MTF), while the RASDAQ Market securities fall under none of these two trading systems regulated by

MiFID1.

After an entire decade of uncertainty concerning the status of the RASDAQ, Romanian legislator

settled the situation of shares traded on this market. This regulation means the end for RASDAQ. Law

No. 151/2014 provides that the RASDAQ Market is to be closed within twelve months as of the effective

date of such law (October 27, 2014). To this end companies listed on the RASDAQ Market will have to

opt for listing on a regulated market or on a MTF or for becoming private companies. Such option

rests on the hands of shareholders. Going private asks for shareholders’ rights protection so Romanian

Financial Supervisory Authority (FSA) provides a procedure implementing the right to withdraw from

the company of the dissenting shareholders and for computing compensation for their shares (FSA

Regulation No. 17/2014).

Keywords:capital market, investments,RASDAQ,multilateral trading facility (MTF),

regulated market,shareholders protection.

1. Introduction

RASDAQ Market was launched in

Romania in 199 6, with the support of the

well-established American market

NASDAQ. The role designated for

RASDAQ was as platform for valuing

papers issued in the privatization program in

Romania (mass privatization process -

Associate Professor, Ph D, Faculty of Law, “Nicolae Titulescu” University of Bucharest (e-mail:

profesordrept@gmail.com).

MPP). In fact the participating companies to

MPP had the legal obligation, under first

Romanian Capital Market Law, No 52/1194,

to be listed on a stock exchange, so that most

of them got listed o n the RASDAQ Market.

Subsequently, in 1999, there were about

5,500 Romanian companies listed on

RASDAQ making it the European market

with the most issuers.

As the mother p latform, NASDAQ,

evolved from an OTC legal status (over-the-