The Romanian Financial Supervisory Authority (“FSA”) recently adopted a new regulation addressing the criteria and procedure for the FSA’s assessment of acquisitions and shareholding increases in entities regulated by the FSA (the “Regulation”).
The Regulation addresses the authorisation and approval norms applicable to entities undertaking activity in non-banking markets, namely: insurance, capital markets and private pensions. It also implements the applicable EU norms and policies and establishes a uniform framework for the assessment and approval of significant shareholders within the Romanian financial system, as it implements rules similar to those for credit institutions.
Most notably, the Regulation requires that the FSA assess the new significant shareholders, based on the following main criteria:
- reputation and professional competence of the potential acquirer;
- reputation and professional experience of any person who will manage the regulated entity;
- financial soundness and stability of the potential acquirer and its capacity to finance the holding and maintain a stable financial structure;
- continuous compliance with prudential requirements;
- transparency of operations and/or of the involved legal structures, assessment of the risks related to money laundering and financing of terrorism, and impact of the international sanctions regime.
The Regulation applies to new shareholders and to existing shareholders when the shareholding structure is modified and certain holding thresholds are reached or exceeded (for example: 5%, 10%, 20%, 33% and 50%) or whenever the FSA deems it necessary in the context of the supervision and control of insurance, capital markets and private pensions sectors.
In enacting the Regulation, the FSA expressed its intent to corroborate the information received from the potential acquirer, with that already held by the FSA and with that received from other supervisory authorities.