Soft Law in (Hard) Action: Noul Cod de Guvernanţă Corporativă al BVB și efectele sale asupra emitenţilor din prismă juridică și economică
Soft Law in (Hard) Action: The New Corporate Governance Code of the Bucharest Stock Exchange and Its Effects on Issuers from a Legal and Economic Perspective

Summary/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 on developments in corporate governance between 2015 and 2024, the article highlights both the limits of soft law in the absence of market pressure and active monitoring, and the potential of new requirements to produce tangible effects (hard action) through law and economics instruments such as collective accountability and increased reputational costs of non-compliance. The conclusions formulate recommendations for the effective implementation of the code, showing that the substantial adoption of the new provisions can contribute to reducing agency costs and increasing transparency, with a view to strengthening the attractiveness of the Romanian capital market in the context of OECD accession and global trends towards sustainable governance.

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