From transposition to distortion: how OECD corporate governance principles were misapplied in Romanian state-owned enterprise legislation

This article examines how OECD[1] corporate governance standards were formally transposed into Romania[2]’s state-owned enterprise (SOE) framework, yet became distorted through repeated amendment-layering, prolonged reliance on interim appointments, and a coercive turn in remuneration policy. Building on doctrinal analysis of Romanian SOE legislation and implementing norms, the paper contrasts the “market-attraction” logic embedded in HG 639/2023 with the forced remuneration compression introduced by Law 158/2025. A focused case study on a large Romanian SOE illustrates how the legal design undermines KPI-based management and accountability.