THE LEGAL STATUS OF THE SHARES TRADED ON RASDAQ MARKET

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 Romania 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).