The conflict centers on the legality of decisions made by a number of individuals attempting to establish themselves as the company’s management. The National Commission for the Financial Market (CNPF) has conducted a review of the circumstances surrounding recent extraordinary shareholders’ meetings, company board meetings and the actions of certain individuals who control SA Topaz. The outcome of this review was set out in the commission’s official notification dated August 28, 2025, sent to all interested parties. The document gave an unambiguous assessment of the actions of the parties to the conflict.
Thus, the CNPF found that the decision of the Chisinau Court of February 8, 2024 established the insolvency of SA “Topaz” and launched an insolvency procedure. As part of this procedure, Veaceslav Stejar was appointed as temporary administrator (who has not yet formalized the legal transfer of all the company’s assets). However, later, on February 25, 2025, the Chisinau Court of Appeal reversed the decision of the court of first instance, granting the enterprise’s appeal. As a consequence, the interim measures previously established by the court decision were annulled, and on March 26, 2025, the Public Services Agency (ASP) amended the State Register of Legal Entities, deleting the data on the temporary administrator and lifting all interim restrictions. Thus, SA Topaz emerged from the insolvency process and was to return to normal corporate governance.
However, instead of resolving the situation, actions followed which, according to the CNPF’s assessment, were contrary to the law and the company’s articles of association. As early as March 2025, the former board members, whose terms of office expired as early as 2023, held an absentee board meeting. It was attended by persons who had previously served on the board. Despite the fact that they had no legal authority, they made decisions, including the appointment of new managers for the company. CNPF emphasizes that once the insolvency period is over, all functions of the board, except for convening the general meeting of shareholders, go directly to the shareholders’ meeting itself, and only it has the right to elect the new board and managers of the company. Thus, the March meeting had no legal force and all its decisions are illegal.
CNPF paid special attention to the issue of the status of the administrator of SA “Topaz”. According to the ASP data of April 29 and May 14, 2025, the state register lists Inna Linnik as the administrator of the enterprise. Importantly, the ASP refused to register any other administrator or new composition of the board – there is no legal resolution of the general meeting of shareholders. This means that, by virtue of Article 197 of the Civil Code, Inna Linnik is considered to be the acting administrator of the company and bears all duties and responsibilities as the de facto manager until the data about her are removed from the register. In other words, she is the only one authorized to call a shareholders’ meeting and to take actions on behalf of Topaz.
Despite this, an extraordinary shareholders’ meeting was held in April 2025, organized by persons who did not have the relevant authority. It was convened by board members whose terms of office expired in July 2023. The key issues on the agenda were the removal of Inna Linnik as director, the appointment of Maxim Yuksel as CEO and Oskar Weissman as vice-director, and the convening of a new meeting.
CNPF emphasized that such decisions could be made by the shareholders, the convening of which the executive body, i.e. the administrator of the company itself, had the right to ensure. Since Inna Linnik was not legally removed from her position, the convening and holding of this meeting was recognized as illegal and all its decisions were invalid.
Further events aggravated the case. Already in June 2025, Maxim Yuksel initiated another shareholders’ meeting, at which the issues of confirming the previous decisions and appointing representatives of the JSC were considered. However, this meeting also turned out to be illegitimate: firstly, it could only be convened by the acting administrator, who was still Linnik, and secondly, a quorum was not reached – only one shareholder with 0.0096% of shares was present at the meeting. As a result, the meeting did not actually take place.
Despite this, a regular meeting was held on June 20, 2025, the decisions of which were published in the Capital Market newspaper. It illegally confirmed the decisions of the board of March 6 and the meeting of April 14, and authorized Maxim Yuksel to act on behalf of the company. CNPF recognized these decisions as illegal, emphasizing that they were adopted with the same irregularities as before.
In its conclusion, the CNPF unequivocally stated: the powers of the board members expired in July 2023, no new elections were held, and the only legal body remains the general meeting of shareholders, which can be convened exclusively by the legal administrator, Inna Linnik. All resolutions passed after July 29, 2023, including the March 6, 2025 board meeting and the April 14, June 6 and June 20 shareholder meetings, are null and void and have no legal effect. Moreover, CNPF announced its intention to initiate a separate proceeding to sanction the guilty parties.
Against the background of these findings, the situation at the company seems absurd.
As Inna Linnik told Logos Press, access to the management of SA “Topaz” is still blocked for her. “Until now, the property is still listed under Vyacheslav Stezhar and is assigned in responsible custody to me and 22 other materially responsible persons, who have no access to the enterprise. I would like to emphasize that a group of persons – Maxim Yuksel, Oskar Weissman, Mamedov, Elena Organ and others – have actually seized control over the enterprise, with the support of a number of lawyers. In 2023, similar attempts had already been made through the mechanism of artificially initiated insolvency. Today, the situation has been aggravated by the fact that I was illegally deprived of my electronic signature – a key tool for managing the company. And on the basis of an application from a person who has no legal authority over Topaz.
Of particular relevance here is an order dated August 18, 2025 by the Information Technology and Cybersecurity Service (STISC). The document indicates that two opposing petitions were registered with the institution: one from Inna Linnik requesting immediate restoration of her electronic signature, and one from Oskar Weissman requesting that Linnik’s claim be dismissed. STISC recognized the existence of a legal dispute on the key issue – the legality of the change of administrator and the composition of the board – and decided to suspend consideration of both petitions pending a final court decision. Thus, the electronic signature of the legal administrator remains blocked. And this effectively paralyzes Linnik’s ability to perform her duties in full.
According to Linnik, what is happening is a gross violation of the law. Blocking an electronic signature is not only illegal, but also sets a dangerous precedent – depriving the head of the ability to act on behalf of the company on the decision of a third party who has no rights to such actions. STISC, in fact, refers to the lawsuit initiated by Maxim Yuksel against the Public Services Agency, but Yuksel himself has already recused himself in court based on the CNPF’s findings, which makes the position of the public authority even more vulnerable.
In a commentary for Logos Press, Inna Linnik also points to the systematic misinformation of the group of people controlling SA “Topaz”. “Tenants and shareholders receive distorted information about the real state of affairs. An appearance of legitimate management is created, while mandatory reporting is not conducted, taxes are not paid, and the financial performance of the enterprise is deteriorating. All this poses a direct threat to the stability of the plant and can lead to both losses and reputational damage”.
Now “Topaz” finds itself in an extremely dangerous situation: on the one hand, CNPF officially confirmed the illegality of all actions of the group of persons who tried to seize the enterprise, on the other hand – the legal administrator is deprived of access to the management and even the electronic signature. As a result, the enterprise is functioning in conditions of paralysis of management processes, which carries risks both for its financial stability and for all parties related to it – shareholders, employees, tenants and the state as a whole.
The editorial staff of Logos Press asked the lawyer of the current management of Topaz JSC, Elena Organ, to comment on the decision of the CNPF, but received a categorical refusal.
