Corporate governance principles are essential in order to protect benefits of minority shareholders and investors. Appointment of independent members is one of the most important elements that ensure proper implementation of the corporate governance principles. As a part of corporate governance principles regulated under the capital market legislation, independent board members must be appointed by the companies who are expected to objectively supervise the company and enlighten the public if necessary. It is important to have an independent member who will execute his/her duties without being influenced in order to create reliable cooperation. 

The Republic Geodetic Authority (“RGA”) has recently, within implementation of the new real estate cadastre information system, launched a Cadastral Alarm, which serves to monitor the cases, i.e. changes relating to real estate.

Purchase price is invariably among the most contentious points during the negotiation phase of an M&A transaction. Especially in cross-border transactions, the buyer may wish to minimise risks by opting for alternative payment methods. One is these methods is “earn-out,” where a part of purchase price will be calculated by reference to the future financial performance of the target company.  Statistics pertaining to the year of 2020, indicate that earn-out clauses were used in around 27% of the acquisitions concluded in the United States. Also, earn-out clauses are frequently being used in share purchase agreements concluded in Europe. This is especially the case in deals involving start-up companies, where the uncertainty increases on the factors of target company's future performance and the buyer does not have any in-depth market experience.

In 2021 Ukraine enacted a set of laws ("Diia City laws") aimed at introducing a legal framework as well as tax, social security, labour and certain other incentives for Ukrainian businesses that derive all or almost all their revenues from R&D and IT-related activities (also known as "DIIA CITY").

Romanian taxpayers had an exciting start to the year with the Government introducing changes to the country's main tax laws – the Fiscal Code and the Tax Procedural Code. These amendments, which follow others announced at the end of last year, were introduced in accelerated fashion, having been debated for only a few days prior to adoption.

On 24 November 2021, Ukraine launched a new law enforcement authority – the Bureau of Economic Security of Ukraine (“BES”). BES will focus on analytical activities aimed at early detection of risks in the economy, as well as pre-trial investigation of certain criminal offences.

Bulgaria is already in delay with the transposition of Directive (EU) 2019/1937 on the protection of persons who report breaches of Union law (the “Whistleblowers Directive” or the “Directive”): like several other member states, Bulgaria has so far failed to bring into force the laws, regulations, and administrative provisions necessary to comply with the Directive. The European Commission has already sent a formal notice for non-transposition of the Directive on the grounds of Article 258 TFEU - Article 260(3) TFEU.

An amendment to the Medicines Thrift Act XCVIII of 2006, which came into effect in early 2022, has effectively eliminated what was fast becoming a booming market in the home delivery of over-the-counter (OTC) medicinal products and medical aids.

Since the President's speech on December 20, 2021, "FX-Protected Deposit Accounts" have been at the forefront of talks on banking and finance applications. The instrument, of which the legal foundations were laid with Communiqué No. 2021/14 on Supporting the Conversion of Turkish Lira Deposit and Participation Accounts ["Communiqué"] published in the Official Gazette immediately following the speech, on December 21, 2021, found an ever-expanding field of application with amendments adopted in the following days and finally took its final form. In this article, we will examine FX-protected deposit accounts with their legal basis.

On 15 December 2021 the Law of Ukraine “On Mediation” No. 1875-IX (“Law”) entered into force. The Law introduced mediation as a voluntary alternative dispute resolution method for the first time at the legislative level.

Through its 11 November 2021 law ("Law 175/2021"), the Moldovan Parliament passed certain amendments to existing legislation with the goal of digitalising the national economy. As a result, the norms implemented have made it simpler to establish, operate and sell companies in Moldova.

The capital markets in Ukraine have been a sleeping topic until recently. On June 19, 2020, the Ukrainian Parliament has restated the Law of Ukraine on Capital Markets and Organized Commodity Markets (Law). The restated Law became effective in July 2021, introducing a whole new framework for the issue of securities in Ukraine. It implements the most important EU capital markets regulations, including MiFID II, MiFIR, and CRD IV.

On July 9, 2021, substantial amendments to Belarusian currency legislation entered into force. We will briefly review the key amendments.

Back in 2007, the foundation for sustainable financing was set through the issuance of a green Climate Awareness Bond by the European Investment Bank. This was in part due to the increased awareness of climate change. By June 2022, Austria wants to issue its first Green Bond. Possible investments for the Green Bond are public transport and renewable energy. Aside from bonds, sustainable financing can be concluded in several other product forms, such as guarantee lines, as well as classic bank loans. The volume of sustainable syndicated bank loans reached EUR 200 billion for the first time, last year.

The initially planned major changes to the security interest regime in Lithuania, which would remove notarial certifications of mortgage/pledge, have not materialized. However, certain amendments to Lithuanian laws governing security interests will enter into force from January 1, 2022.

It has been an interesting, fruitful, and innovative year for the Turkish financial sector. Most importantly and possibly surprisingly, the Turkish financial regulatory authorities are at full speed in implementing a legal framework to support a more sustainable Turkey.

A long-awaited bill on preventive restructuring (Bill), implementing the directive on preventive restructuring frameworks, will introduce a brand-new legal tool preventing the insolvency of viable enterprises in temporary financial difficulties.

Like many European countries, Romania has not yet taken any proactive measures to regulate virtual/crypto assets and the status of the market actors offering related services.