Alexandru Bîrsan, founding member and partner of Filip & Company, where he acts as head of the Corporate, M&A, and Capital Markets department, stated for Ziarul Financiar that the legal provisions in Romania allow shareholders to introduce classes of shares with multiple voting rights.
"The law of commercial companies allows the constitutive act to derogate from the rule of "one share, one vote". And not only in the form of non-voting actions, which are a subject dealt with a little more broadly by law, but also in a more general text that allows even more flexibility, including, since it does not prohibit this, in the form of multiple right shares. And it's not just me, the High Court of Cassation and Justice (ICCJ) said it in a 2011 decision, which ruled that these provisions give shareholders the freedom to establish by the articles of association that certain actions give the right to more than one voting right per share. Moreover, the law on issuers, which applies to the Romanian companies that are listed, speaks in multiple articles about the situation of shares with multiple voting rights. Therefore, it seems clear to me that these classes of multiple-voting shares are legal. And there is also implementation, beyond the example from Bucharest that the ICCJ ruled on, recently a company registered in Alba Iulia with multiple voting share classes was listed on AeRO market",
explains Alexandru Bîrsan.
There is more and more talk in the local public space about the classes with multiple voting shares, and Alexandru Bîrsan believes that this is a more widespread trend.
"Before ONE there was Digi and, much bigger than ONE, UiPath. At the same time with ONE, a number of other interested companies are discussing or even adopting dual-class shares. So, I don't know if it's fair to say it's the ONE effect, but without a doubt, they are an example of great visibility in the current discussion."
Complete interview here.