Gladei & Partners > Chisinau, Moldova > Firm Profile

Gladei & Partners
63 VLAICU PARCALAB STREET
SKY TOWER, SUITE 10D
MD-2012, CHISINAU
Moldova

Moldova > Leading firms Tier 1

Recently engaged in data protection, investment, and vehicle structuring, Gladei & Partners is a ‘trailblazing law firm‘ with exceptional expertise in M&A and cross-border financing transactions. The team is is co-headed by Roger Gladei, an expert in finance and banking, Valeriu Cernei, who heads the firm’s practice in dispute resolution, and the recently promoted Iulian Pașatii, who leads the firm’s real estate and construction, intellectual property and personal data practice areas. The team also includes Irina Sugoneaco, who leads the practice in corporate affairs and finance products and Dan Nicoară, the leader of the M&A, competition and energy practice areas.

Practice head(s):

Roger Gladei; Valeriu Cernei; Iulian Pasatii

Other key lawyers:

Irina Sugoneaco; Dan Nicoara

Testimonials

‘Gladei & Partners is a trailblazing law firm that stands out in the industry due to its innovative approach to legal services. With a commitment to excellence, client-centricity, and a forward-thinking mindset, Gladei & Partners has established itself as our best partner in the legal field.’

‘The practice is unique mostly due to their ability to offer solutions that really work in practice. They have strong experience in the legal branches they practice in. They are a small and dedicated team which contributes to their individual approach towards clients.’

‘The team is very well-positioned for business-related matters, and the collaboration within the team members is structured and to-the point. ’

‘The team always shows dedication, experience, and expertise. We usually work with Gladei and Partners on our most difficult issues when the highest expertise is necessary.’

‘All the lawyers at Gladei and Partners are extremely experienced in various areas. They respect any set deadline, and usually identify the best solutions for the issues raised from the legal point of view.’

‘The team consists of passionate professionals, who are always ready to help and respond in a timely manner. They possess a high level of knowledge across multiple fields.’

‘Roger Gladei is an exceptional expert with vast practical knowledge and legal interpretation skills. He is able to think of a solution in the most complicated situations. Valeriu Cernei is a mature expert for his young age and serves clients in a timely and high quality manner.’

‘Iulian Pasatii possesses a unique blend of legal expertise, strong interpersonal skills, ethical conduct, and a commitment to stay current in his field. He is dedicated to his clients’ well-being and capable of navigating complex legal challenges to achieve the best possible outcomes.’

Key clients

EBRD

World Bank

BSTDB (The Black Sea Trade and Development Bank)

EFSE (The European Fund for Southeast Europe)

FMO (Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden)

Proparco (Société de Promotion et de Participation pour la Coopération Economique)

Google

Kaufland

Ericsson

Strabag

Zurich Insurance

Vienna Insurance Group

Horizon Capital

Inspiring Development

Advanta UPL

CertSign

SADE

Vetropack

QSI International School of Chisinau

CEFTA Secretariat

Credit Europe Bank

Moldova-Agroindbank

Moldindconbank

Victoriabank

Mobiasbanca

BCR – Erste Group

ProCredit Bank

Association of Private ICT Companies

Doverie Holding

HEIM Partners

Microinvest

Mogo Loans

INOKS Capital

Business Travel Group

Peace Winds ONG

Creative Associates International

Etsy

Vesco

InterEuropa

CET-Nord

Pre-vetting Commission

 

Work highlights

  • Assisted a local utility provider on EBRD borrowing.
  • Advised a client on cross-border financial matters.
  • Assisted on the acquisition of InStat, a provider of video and data across elite sports.

The firm: The firm relies on the 25+ years’ experience of its Partners, and is unique on the market in combining the in-house and independent counsel expertise. The firm is a recognized market leader in its core areas – banking and finance, capital markets and M&A, but has also built significant expertise in traditional and renewable energy, TMT, infrastructure and PPP, manufacturing, retail and online commerce, construction and real estate,  beauty and pharma, litigation and ADR areas. Gladei has been recently advising on and assisting in competition, data protection, internal affairs, regulatory clearance and compliance, labor and immigration, white-collar crimes and many other matters.  All major IFIs active in Moldova, all reputable foreign banks and most of the MNEs doing business in Moldova are among the firm’s clients.

Areas of practice
Debt and equity finance: structuring and documenting cross-border and local financings, syndicated/club loans, acquisition finance, convertible loans, shareholder loans, MBOs, secured finance, debt restructuring, assignment and set-off.

M&A/capital markets: legal due diligence (including clean team LDD), transactions with financial instruments (on or outside the regulated market), public offerings, acquisition financing, merger control/competition clearance, transaction notification/registration and public disclosures.

Commercial contracts: international commerce, online commerce, distribution and transportation; management, consultancy and project management contracts, joint ventures, partnerships  and other business contracts.

Corporate and regulatory compliance: business set-up, licensing and authorisation, reorganisation and liquidation, corporate affairs and corporate governance, regulatory compliance, environmental, PDP and AML/TF compliance, competition clearance, investment and shareholder agreements, safe share transfers, internal contracts (employment, management, service provisions, copyrights, etc).

Trade and online commerce: business authorisation, product placement and labelling, personal data protection, debt resolution and enforcement.

Energy and natural resources: market access, renewable energy projects (including government support and off-take agreements), energy generation, distribution, transmission and supply certification, licensing and environmental protection.

Infrastructure and PPP: local set up, public tenders, concession of public assets and services, drafting and negotiating PPP and concession agreements and tax regime.

Real estate and construction: legal due diligence, acquisition structuring, urbanism and planning documentation, property development, asset management, general contracting and works agreements (including FIDIC-based), construction authorisations and permits and real estate leasing.

Litigation and arbitration: commercial debt collection, insolvency proceedings, shareholder lawsuits, employment and management disputes; IP, royalty and tax disputes; administrative proceedings, white-collar crimes, international commercial arbitration, out-of-court settlements, enforcement of foreign court judgments and arbitral awards.

ICT and media: audiovisual licences and permits, technology transfer and licensing contracts, outsourcing and network access agreements, TV channel distribution, data protection and privacy, e-commerce, representation before governmental agencies, infrastructure, project and equipment finance.

Pharmaceutical and healthcare: importation, packaging and labeling, regulatory approvals, medicine advertisement, private hospital foundation and operation.

Intellectual property: IP regulatory services, licensing and assignment of IP rights, internet name domain protection, cease and desist letters, defending IP rights in front of Moldovan PTO and courts and enforcement of IP rights.

Consumer protection: abusive contractual provisions, pre-contractual information, product liability and recall, warranties and distance contracts.

Department Name Email Telephone
Roger Gladei roger.gladei@gladei.md +37369122519
Photo Name Position Profile
Valeriu Cernei photo Valeriu Cernei Partner, Head of Litigation
Evelina Descalui photo Evelina Descalui Associate
Roger Gladei photo Roger Gladei Managing Partner, leading and coordinating the advisory work in the firm.
Adrian Miron photo Adrian Miron Associate
Iulian Pașatii photo Iulian Pașatii Partner, team head in real estate, construction, ICT/TMT, and data protection practice…
Natalia Sirețanu photo Natalia Sirețanu Senior Associate
Catalina Stavila photo Catalina Stavila Associate
Irina Sugoneaco photo Irina Sugoneaco Senior Associate
Number of lawyers : 10
English
French
German
Romanian
Russian
AmCham Moldova (www.amcham.md)
2023 Sovereign loan provided by the French Development Agency to the Republic of Moldova : EUR 40m
2023 Insight Enterprises acquisition of Amdaris :
2023 Docaposte SAS acquisition of Tekoway KIV :

Moldova

In 2023, Moldova’s GDP amounted to approx. USD 14.5 billion, a slight increase compared to 2022.  The 2022 drought was one of the factors that contributed to the decrease of the GDP, leading to a 25.8% reduction of the gross added value of the agricultural sector to the GDP and an overall 2.7% GDP decrease.

The Moldovan economy has been also severely affected by a surge in inflation, which reached an average of 28.7 percent in 2022. Despite the efforts to mitigate the impact of the crises with a forceful fiscal impulse and swift monetary stance, private consumption was restrained by the erosion of households’ disposable income and private investments by the uncertainty and challenging financial conditions, causing the economy to plunge into a recession in 2022. Moldova’s external position has deteriorated due to the impact of the energy crisis and lower remittances.

With a moderate climate and productive farmland, Moldova’s economy used to rely heavily on its agriculture sector, featuring fruits, vegetables, wine, and tobacco. According to National Bureau of Statistics, the impact of agriculture on the economy decreased over the past years, representing at one point 7.9% of the GDP. In recent years, Moldova’s GDP structure has progressively turned towards services, to the detriment of agriculture and heavy industry. ITC sector has grown during the recent years, representing 7% of the GDP in 2022, approaching at one point a total value of revenues of about USD 900 million.

Moldova relies on its traditional advantages, such as being at the crossroads of the major routes linking Europe, the Middle East and the Commonwealth of Independent States (CIS) and having competitive-skilled and inexpensive work force.

Moldova has clear opportunities that can be harnessed to unleash private sector growth. The country has already shown it can produce differentiated products and services. Following the successful example of wine, agribusiness could become a driver of growth by investing in new technology and policy reforms. In agribusiness, with a proactive package of policy reforms, Moldova could double horticulture exports to its main markets, amounting to nearly US$500 million annually. Still incipient, Information and Technology Offshoring (ITO) services are also expanding rapidly, and Business Process Offshoring (BPO) and Shared Service Center (SSC) are showing promising growth potential along with exports doubling in the next decade with continued private investment.

In response to the unfolding energy crisis and import dependence, Moldova can mobilize private investment toward its significant technical potential to generate renewable energy, estimated at nearly 25 gigawatts (GW)—21 GW in wind and 4GW in solar generation—or three times its current installed capacity. Similarly, improving roads and trade border-crossing logistics points alone could boost exports by an additional 0.4−1.8 percent. Finally, the financing gap for micro, small, and medium enterprises (SMEs) stands at 14 percent of GDP, pointing to opportunities for banking and nonbanking financial institutions to expand access to finance for SMEs with adequate regulatory and policy reforms.

On the political dimension, initially after the collapse of the Soviet Union, Moldova had considered its relations with Russia to be of strategic importance. The frozen international conflict in the eastern part of Moldova and sporadic Russian bans on imports of wine and other food products from Moldova, coupled with increased institutionalized support for Moldovan reform projects from EU and US have irrevocably changed the vector of the Moldovan foreign policy and integration effort. A proof that Moldova is currently in a robust manner oriented towards the free, market-based economy serve the latest July 2021 nation-wide elections, which resulted in a landslide win for the pro-European Party of Action and Solidarity (PAS) led by Moldovan President Maia Sandu. On February 10, 2023, President Sandu nominated her defence advisor Dorin Recean to be the country’s new Prime Minister. Dorin Recean, a former Secretary of Security Council and former Minister of Internal Affairs, has pledged to deepen the Moldova’s EU pursuit.

In March 2022, the Republic of Moldova applied for the EU membership and was granted candidate status in June 2022. Notably, the World Bank has designed a Country Partnership Framework for Moldova for 2023-2027, aimed at supporting the country’s sustained recovery focusing on reforms to support job creation and a greener, more inclusive economy and to address Moldova’s longer-term development agenda with the goal to advance the agenda toward EU accession. In December 2023, the European Council decided to open accession negotiations with the Republic of Moldova.

 

MODERN LEGAL FRAMEWORK

The legal environment in Moldova has improved significantly over recent years, but progress remains uneven. The country’s legal framework consists of its constitution, organic and ordinary laws passed by the Parliament, and administrative acts issued by the government and other public authorities. Moldovan legislation has been fully revised after 1991 and is currently experiencing yet another wave of legal reform. The country has shown important improvements on the registration of business and simplifying procedures to decrease state intervention in business activity, a reform of permits and licenses, streamlined inspection bodies, and the simplified administrative procedures across business operation.

 

Civil and Commercial Law

The Civil Code is the most comprehensive and detailed legislative act in the area of private law in Moldova. In 2019 it underwent a wide modernization process. This brought domestic private law rules in-line with European and international standards. It enhanced the freedom of contract in B2B transactions and improved consumer protection in B2C transactions. Among the many novelties is the introduction of the law of trusts (fiducia), digital asset, sale of immovable assets under construction and the contractually agreed limitation periods. Many existing concepts have been developed and brought in line with the current stage of economy or technology evolution.

In 2023, the law on crowdfunding services was enacted. The galloping growth of crowdfunding in the last decade has attracted the need for a normative framework to regulate this financing model. The law transposes the provisions of Regulation (EU) 2020/1503 on European providers of crowdfunding services for businesses and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937.

Furthermore, the legal framework on limited liability companies has been reformed in the summer of 2023. Amendments include flexibility in profit sharing, corporate contract, phantom stock, distribution of profit regardless of share and greater transparency. Inspiration was drown from the European Model Companies Act and certain legal provisions from the laws of US, Estonia, and Ukraine.

 

Civil Procedure and Administrative Code

The significant amendment of the Civil Procedure Code, enacted in June 2018 has generally modernized the legal framework and enabled the development of due process.

The amendments to the Civil Procedure Code better equipped the Moldovan judges and good faith trial participants to discourage and curb the hindering and protracting of proceedings. Also, new concepts such as the low value written procedure lawsuits was introduced.

On the administrative side of things, a new Code was enacted in April 2019. All regulations on the administrative non-contentious procedure and the administrative litigation have been structured so that to ensure coherence and accessibility.  The new code has drawn inspiration mainly from German law and clarified the matters of enactment, validity, retraction and revocation of the administrative act as a central feature of the administrative process.

In terms of appealing state body decisions that could affect the rights and interests of individuals or legal entities, the recourse to administrative courts has been kept as a second step in the appeal process. Pre-trial interim measures have also been introduced in the Moldovan administrative law.

 

Capital Markets Legislation

Despite the enactment in 2012 of the much progressive Capital Markets Law, transposing 11 EU directives, including MiFID, the Takeover Bids Directive and the Market Abuse Directive, the Moldova’s capital market is still underdeveloped.

Currently, Moldova Stock Exchange (MSE) is the only operator authorized to manage and operate a regulated market in Moldova. Transactions on MSE regulated market are performed according to the MSE Rules. As of March 15, 2023, the securities of 15 issuers are admitted for trade on the MSE-regulated market, represented by eight commercial banks, three insurance companies, and two issuers from other non-financial industries. The total value of ECM transactions on the regulated market in 2022 amounted to MDL 364.93 million.

The weak capital markets infrastructure has thus caused Moldovan business to seek financing abroad, with the first ever large-scale Eurobond issuance being committed by a local Agri-group in 2019. Followed by an even larger issuance of USD 0.5 billion in 2021 by the same issuer.

 

Employment and Migration Law

Recent years have witnessed a number of successive amendments to the labor laws.  The option of the parties to choose a foreign law to the employment agreements, re-balancing the rights and interests of the employers and employees have marked a definitive departure from the old employee-friendly legal regime. Among the novelties recently introduced are the possibility for non-compete clauses, dismissal for failure to meet the KPIs and less bureaucratic method to communicate with the employees.

 

Insolvency

Albeit rather new, the 2012 Insolvency Law have already revealed a number of material flaws which determined a recent legislative reform in 2020. The amendment law introduced important changes to reorganization procedures. Reformed areas are related to direct access to instituting the insolvency proceeding (no need to obtain first a final court judgment), catalyzing to post-commencement financings, by clear priority and collateral creation rules, encouraging accelerated out-of-court restructuring, based on the pre-negotiated deals concept, and adequate protection for the secured creditors, including those not having pecuniary claims against the debtor in insolvency.

The amendment law also introduced an electronic registry of insolvency cases. All interested parties can obtain information on the relevant insolvency case and parties to the insolvency case can obtain such electronic extracts free of charge. However, the registry is still under development and until it is operational, the conclusions of any insolvency judgments, as well any notifications to the parties to any insolvency cases, will be published in the Official Gazette.

 

Renewable energy

Since 2010, when the Republic of Moldova became a full-fledged member of the Energy Community (thus undertaking to transpose core EU energy legislation), a long and sometimes contradictory policy dialog has been in place which culminated in enactment, in March 2018, of the new Law on the promotion of the use of energy from renewable sources, transposing the EU Directive 2009/28/EC. The law brought new support mechanisms, including feed-in tariffs and net metering, and was followed by the secondary legislation regulating the procedure of auctions for determination of eligible producers, the capacity limits and determining the central electricity supplier (Energocom JSC). The other legal novelties refer to the obligation by the central electricity supplier to purchase renewable electricity, guaranteed and non-discriminatory access to the grid, and priority dispatch.

In December 2021, the government decided to raise up to €800 million the amount of investments in renewable energy and expanded the quota to 400 MW for the next four years, in an additional effort to catalyze investment in the sector. Lastly, in 2023 the Government included a portfolio dedicated to energy. The Ministry of Energy was created by splitting the Ministry of Infrastructure and Regional Development, which included a directorate – the Directorate of Energy Policies and a State Secretary responsible for this field.

 

Foreign Investment Protection

The Moldovan legislative framework is favorable to FDI (see more below – ”Operating and Divesting from a Company”). Foreign companies enjoy national treatment in most respects. The laws on investment prohibit discrimination based on citizenship, domicile, residence, place of registration, place of activity, state of origin or any other grounds. Foreign investors are allowed to invest in any Moldovan assets (except for agricultural and forest land) and hold majority equity interests in any business area (with some limitations of investor’s jurisdictions in the financial industry and upon privatization). There is no fiscal tax on the acquisition of shares of a Moldovan entity and also the law does not generally require foreign investors to partner with the state or state-owned enterprises before undertaking projects in Moldova.

Expropriation of foreign investment in Moldova is only permitted on “public interest” grounds. The law on expropriation, enacted in 1999, has been over the course of 20 years tested for the observance of the explicit provisions containing the conditions and the procedure of expropriation. Affected parties are allowed to negotiate compensation with public authorities. In case an agreement is not reached, an experts’ committee is constituted by a court to determine the amount and timeframe for effecting compensation.

Intellectual property rights are protected by international and bilateral agreements as a type of investment. Copyright is generally granted throughout the lifetime of the author and for 70 years after his death. As opposed to protection for the trademarks, patents, industrial designs or other intellectual property objects, there are no formalities required for protecting a copyright. The former shall be registered with the State Agency on Intellectual Property (AGEPI) against a stamp duty.

 

Alternative Dispute Resolution

Arbitration and voluntary mediation are sufficiently regulated in special laws. The arbitration procedure is usually confidential, more expedited than the public court proceedings and offers more flexibility since the parties may agree on the detailed procedure.

Mediation is briefly reflected in the legislation of the Republic of Moldova, and the implementation mechanisms are not very functional. The official statistical data show an increase in the number of cases mediated in the last three years, which represents a rather modest figure compared to the number of cases mediated in western countries.

Foreign court judgements are recognized and enforced on a multilateral or bilateral basis. National laws do not require the exhaustion of local remedies before recourse to international commercial arbitration.  Also, as a matter of general rule neither do the vast majority of the Bilateral Investment Protection Treaties have clauses to the end of a need to exhaust the local remedies for appealing to international investment arbitration.

 

WELL ORGANIZED REGULATORY SET-UP

To align with international best practices, the Government strives constantly at delineating the responsibility of state bodies, thus creating a good degree of separation between the regulatory and decision-making functions.

 

Public Services Agency

After a recent administrative reform, the State Registry of Legal Entities is held and maintained by the Public Services Agency (PSA), which shall ensure the publicity of various events – from registration to deletion – in the lifetime of business companies, certain freelancers (individual entrepreneurs) and other entities (see more below  – ”Types of Companies and Setting Up”). Investors may find that the registrars from State Registry of Legal Entities tend to be rather formalistic and bureaucratic, especially when it comes to untested or complex operations. Hence, all registration related documents shall be carefully prepared, taking into account also the local customs.

PSA is the largest public service provider in Moldova. The use of digital services is steadily growing from year to year and currently spans over 46% of the services. PSA has set up the Public Services Portal, an one-stop-shop for accessing comprehensive information about 648 public services provided by the central Government.

 

National Bank of Moldova

Operating on various control levels and combining the monetary and FX policy drafting and promoting with the bank supervision, the National Bank of Moldova (NBM) has felt in the recent 7-8 years a significant pressure both form Moldovan policy-makers and IFIs to ensure restoring the confidence in the banking sector, undermined after the high-scale frauds involving major Moldovan banks with local capital (labelled as the ‘one billion dollars theft’).

Recent success stories include the 2018 sale of significant shareholdings in the largest Moldovan bank to an EBRD-led consortium and further 2019 sale of the controlling stake in the second largest bank to EU fit and proper investors, lifting the early intervention regime in the largest Moldovan bank and robust implementation of Basel III standards.

 

National Commission for Financial Markets

The National Commission for Financial Markets (NCFM) received in the summer of 2023 a new mandate from the Parliament with a goal of creating the needed institutional premises for strengthening the financial education, enhance the transparency of the financial products, eradicating the incorrect commercial practices and abusive clauses, efficient settlement of disputes with the providers of financial services. Oversight over insurance and other financial institutions was transferred to the NBM.

 

Competition Council

Since succeeding the National Agency for Protection of Competition in 2012, the Competition Council has gained momentum in actively promoting a competitive environment and compliance with antitrust requirements. Although falling short of experience (but eager to learn from best practices, including via the International Competition Network) the Competition Council is generally both feared and respected by the local companies primarily for its extensive powers, which include the ability to search companies’ premises without any warrants issued by a judge.  Notably, since the examination of the first foreign-to-foreign transaction in 2016, the Moldovan Competition Council shall be considered for obtaining clearance in foreign deals potentially affecting the local market.

 

State Agency on Intellectual Property

The main focus of the State Agency of Intellectual Property (AGEPI) has been largely on promoting the national system of protection and enforcement and use of intellectual property rights. Currently, Moldova is party to 39 multinational and bilateral conventions, arrangements, treaties and agreements in the field of intellectual property.

AGEPI created a free and publicly available online IPR database. Also, its continued to integrate its legal services and data into the international and regional platforms. In response to the Covid-19 pandemic, AGEPI redesigned most of its processes, including IP consultancy and support services, by moving online and encouraging IP holders to use electronic communication.

 

Courts of Law

With no specialized courts, there is a three-tiered system in Moldova – namely, there are fifteen District Courts, four Courts of Appeal and the Supreme Court of Justice.  These all hear cases based on hard-paper files, save for one District Court in the south of the country where a digitalization pilot project is being currently underwent. The delivery of time bound judgments is only scarcely captured in the law, however, this is encouraged by the judge’s administration body, the Superior Council of Magistrates. Court judgments under Moldovan law have no official precedential effect. In the recent years, however, the lawmakers and judicial authorities have put more emphasis on the need to have a consistent and predictable case-law.

Notably, in 2021, the Government started the justice sector reform, aiming to ensure integrity and accountability of justice sector stakeholders and to increase society’s trust in the justice sector. As part of the justice sector reform, the government decided to conduct an extraordinary vetting exercise of judges and prosecutors, to improve the integrity in the justice sector. This vetting process is a unique endeavour for the Moldovan society.

 

INVESTING IN MOLDOVA

In 1998 Moldova has acceded to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, in 2011 it has ratified the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (ICSID) and, as of yet, Moldova has in place 44 bilateral investment protection and promotion treaties. The country it is also a party to the Geneva European Convention on International Commercial Arbitration of April 21, 1961, and the Paris Agreement relating to the application of the European Convention on International Commercial Arbitration of December 17, 1962.

The Government has long understood that providing attractive conditions for investors means working in the right direction. The projection and the results of this is not always well reaching out of the Moldovan borders, as better attention should be given to efficiently communicating the country’s policies to investors and strengthening their robustness.

 

Types of Companies and Setting Up

LLCs are the most popular type of company in Moldova. LLCs and JSCs can be founded by one person, unless the JSC founder is another business entity having a sole shareholder. LLC’s statutory capital is divided into participatory interests (părți sociale), while JSC’s capital is divided into shares (acțiuni).

Foreign companies may opt for the old model of opening a Moldovan subsidiary or the new (enacted in Mach 2019) model of operating in Moldova via branches.  The laws do not distinguish between companies incorporated in the European Union or elsewhere.

 

Operating and Divesting from a Company

Beside traditional operational requirements, referring to having a proper book-keeping and reporting, employment and labor immigration, complying with customer protection, product safety and competition requirements, the newer requirements the Moldovan companies have to pay proper care or refer to personal data protection, know-your-customer and other AML/TF requirements.

Articles of association remain the core corporate document of any company, and its provisions are binding both upon the shareholders and the management. Shareholder agreements were specifically regulated under Moldovan law in the summer of 2023. Under banking regulations, shareholder and similar agreements are deemed to give rise to action on concert and must be disclosed to the issuer and to the regulator.

Antitrust clearance is mandatory and non-compliance may result in severe sanctions. The notification with the Competition Council shall be filed before the implementation of the share transfer or similar transaction, implementation meaning the conclusion of the agreement, the announcement of the public bid or the acquisition of a controlling interest.

 

Taxation

The Republic of Moldova has a very attractive tax system compared to many European Union countries. Moldovan Tax Code provides that legal entities pay corporate income tax in the amount of 12% of taxable income (general taxation system). In addition to the general taxation system, in the Republic of Moldova there are two preferential taxation systems: (i) Moldova IT Park; and (ii) Free Economic Zones.

Moldova IT Park has many advantages among which is the single tax rate in the amount of 7% of the sales revenue. Free Economic Zones, are parts of the customs territory of the Republic of Moldova, economically separated, strictly delimited throughout their perimeter, in which are allowed, under preferential regime special types of entrepreneurial activity.

Open discussions with the tax authorities have shown to be good practice. Recent fiscal reforms provided the possibility of securing tax rulings granted by competent Moldovan tax authorities which are binding in respect of a particular set of facts.

Capital, payments and profits of foreign investors are freely transferable to their home jurisdictions. Favorable tax regime for new investments in Free Economic Zones have featured benefits in relation to VAT, income tax and customs duties.

As of August 2023, Moldova has 52 operational Double Taxation Treaties, which include among others countries from the European, Asian and the African continents. These treaties prevail over national legislation and provide for more favorable tax rates, including for withholding tax.

 

Iulian Pașatii, Partner

Cătălina Stavila, Associate

Roger Gladei, Managing Partner, Gladei & Partners

Managing Partner Roger Gladei explains how the firm is adapting to clients’ changing needs.

What do you see as the main points that differentiate Gladei & Partners

1) What do you see as the main points that differentiate Gladei & Partners from your competitors?

From day one (back 15 years ago) we’ve defined and posted on the web-site our value proposition. It reflects our client-centric strategy and in 2023 we’ve developed in into the new SMART model:

Strength – built on the deep expertise and long experience

Meaning – we turn our knowledge and skills into meaningful result for the client

Attitude – we take client’s needs as our own, getting into client’s shoes

Responsiveness – prompt and full reactions, but also proactive approach, anticipating the client’s needs

Technology – one click/call distance from the client, employing the modern tech tools to create value for the client.

 

2) Which practices do you see growing in the next 12 months? What are the drivers behind that?

Our agenda is driven by the client’s agenda. So, 3 core drivers are shaping our current agenda: Moldova EU planned accession, with an ambitious pre-accession calendar for the next 3 years; Moldovan judiciary reform, were we walk the talk; and increased interest of the foreign investors, on the background of robust investment climate improvements.

2024 started on a high note, the European Council having opened the EU accession negotiations with Moldova, which turned into unparallel wave of new legal reforms but also business projects.

Transposition of the EU laws, from GDPR-related to industry-specific requirements, has generated high demand for the associated legal advice and assistance, which translates into mandates for our firm, as early adopter.

Legal risk management has also generated high demand for legal services, both from SMEs and large MNEs, with growing demand for assistance in the areas like antitrust, FDI authorization, regulatory clearance, data privacy and impact assessment.

Last but not least, the ESG agenda is conquering the time and minds of the business managers and owners, who turn to seek for legal assistance from our side, as early adopters.

 

3) What’s the main change you’ve made in the firm that will benefit clients?

First, we’ve implemented the integrated (one stop shop) client service model, where the client can find all business support services in one go. We’ve established professional best friendships with reliable selected Moldovan accountants, tax advisors, property valuators, translators, notaries, court bailiffs, insolvency practitioners, so that the client doesn’t need to shop around and can benefit of our track record. We’ve also developed our best friendships with foreign, primarily EU and US, law firms, to serve the client on the regional and global markets.

Second, we’ve consolidated and deployed our internal intellectual capital, accumulated over the years, to deliver tested solutions to the client.

Third, we’ve gone proactive. Good foreign and international clients have strong internal systems and business processes, but the practice has shown that local legal risk management is the Achilles’ heel. And the price for non-compliance is too high.

 

4) Is technology changing the way you interact with your clients, and the services you can provide them?

Tech is a threat we’ve turned into an opportunity. Digital internal workflow, seamless client communication, data privacy and protection are the areas coming first to my mind when I think of recent developments. Also, we’ve gone online with business support platforms, like www.ghidulafacerii.ebrd.md (EBRD-branded portal) or www.controale.md (with the USAID support), well-received and widely-used by the Moldovan SMEs and larger businesses.

With the AI advent, our aim is to keep and enhance our authenticity and further develop an ‘acoustic’ brand.

 

5) Can you give us a practical example of how you have helped a client to add value to their business?

The above free of charge online platforms are an example. Another one is orchestrating a cross-jurisdiction team of professionals for the purpose of setting the first of its kind Moldovan investment vehicle, to bring alternative funding to Moldovan businesses. What we’ve learnt in this project is that there is no big and small when it comes to serving people.

A third example is the post-acquisition legal housekeeping. In most of the recent M&A projects (our firm has won 3 out of 4 Moldovan M&A CEELM Deal of the Year awards, including the 2023 one), the buyers retained our services after completion, not only to remedy the due diligence issues, but also to implement their group standards and Moldovan requirements, thus ensuring compliance and competitive advantage.

 

6) Are clients looking for stability and strategic direction from their law firms – where do you see the firm in three years’ time?

Stability is the by-product of strength, which is No.1 in our SMART model. Honestly, I’ve been touched to see that all the clients we invited to the 15th year ceremony made time to come and share nice words. I feel the same professional happiness when getting to read in each new Legal 500 ranking what our clients or peers say about us. You’ll find all these sayings on our web-site, we collect them all as the primary nutrients for our future pursuit.

“I’m not only a banker as you are not only a lawyer” – I often recall this phrase a good client of ours dropped while in my office. Isn’t it an evidence of what the client expects from us, bearded soldiers in the field? Or isn’t it a spark to ignite the passion of my firm fellows, when we sit planning for the future.

Moldova has a long way ahead and so we do.