Introduction

1. 10.1 In Romania, the Prospectus Directive has been implemented by Capital Markets Law No. 297 of 28 June 2004, as amended to date (the ‘Capital Markets Law’, or ‘Law 297/2004’), at the level of primary legislation, which entered into force and effect on 29 July 2004. The implementation was subsequently completed via two secondary enactments, namely National Securities Commission Regulation No. 1 of 9 March 2006 regarding issuers and securities transactions (‘Regulation 1/2006’) and National Securities Commission Regulation no. 31 of 14 December 2006 for completion of certain regulations issued by the National Securities Commission for implementing certain provisions of the European directives (‘Regulation 31/2006’). Regulation 1/2006 entered into force on 6 April 2006, while Regulation 31/2006 entered into force on 4 January 2007. In addition, the national supervisory authority in capital markets, the National Securities Commission (‘NSC’), issued a short note on the international public offering of securities in accordance with the Prospectus Directive, which stands as a recommendation.

2. 10.2 Prior to the implementation of the Prospectus Directive, the offering of securities was regulated by the Emergency Government Ordinance no. 28/2002 on securities, financial investment services and regulated markets, pursuant to which no passporting was available, since at that time Romania's prospects of becoming an EU Member State were yet to be defined.

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