The Authority for Privatisation and State's Participation (APAPS) has drawn an emergency ordinance draft that was promised when the Government abrogated Ordinance 229/2000 on the protection of minority shareholders.
APAPS has sent the draft, which will change the law, to the interested companies. Ziarul Financiar presents the main stipulations of this draft, especially those different from the stipulations of Ordinance 229/2000.
The new variant of emergency ordinance intends to provide efficiency in the protection of the minority shareholders' rights, to prevent illicit actions, abuses and frauds. It also attempts to correct "the traceable and perfectible flaws" of the legal framework, reads the ordinance's fundament note.
The proposed emergency ordinance also regulates the protection of state's interests in strategic fields, allowing it to maintain the control.
The proposal overlooks several aspects regarding the companies listed on the capital markets, which may be further solved by changing the stock exchange law. The unsolved issues concern the public offering for share purchase and the obligation that listed companies should report results to investors.
The ordinance drawn by APAPS defines shareholding in listed companies as investments and bans the majority shareholders to abusively use their position in order to harm the interests of other shareholders.
APAPS draft allows the General Assembly of Shareholders (AGA) to settle the date when dividends are distributed, but does not specify if payment is made simultaneously to all the shareholders.
The dividend matter is currently a sore point in Romania. Investors argue that the Romanian accounting system does not provide enough information to shareholders so that they could properly assess the companies in which they have invested.
Consequently, they say that the only clue of a company's welfare is the dividend payment and their amount. The Ordinance 229/2000, which regulated the protection of minority shareholders in listed companies, stipulated a deadline of 60 days for dividend payment, prompting companies to state the dividends when they could pay them to all shareholders and not only to some of them.
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