Soft Law in (Hard) Action: Noul Cod de Guvernanţă Corporativă al BVB şi efectele sale asupra emitenţilor din prismă juridică şi economică

Dr. Ioan ŞUMANDEA-SIMIONESCU

Universitatea "Babeş-Bolyai", Facultatea de Drept

ABSTRACT

The article analyzes the impact of the new corporate governance standards introduced by the Bucharest Stock Exchange (BVB) Code, which came into force on January 1, 2025, compared to the previous version from 2015. The study places the BVB codes in the context of soft law instruments and the comply or explain principle, discussing both their normative role and their practical effects on issuers. The analysis highlights the main changes brought about by the new framework: strengthening the role of the board of directors, extensive integration of risk governance (including cyber and ESG), professionalization of remuneration mechanisms, strengthening transparency and investor relations, and the introduction of a section dedicated to sustainability and stakeholders Based...