In December, 2011, a Romanian government Emergency Ordinance reformed the corporate governance of state-owned enterprises, in a context characterized by the financial difficulty of these entities, and under the pretext of concrete firm performance and privatization engagements assumed in front of the IMF and the EU. Affected by two decades of an inconsistent and inadequate statutory system, the state-owned enterprises were granted with corporate governance mechanisms founded on the OECD Guidelines (2005) and on the transplantation of the common corporate governance mechanisms instituted by the Companies Act (1990, as amended).

After an analytical description of the reform’s core elements, the authoraddresses the main legal impediments obstructing the efficiency of the intended reform, by structurally enlightening the specific features of the rule of law in a transition economy.