Chief Legal Advisor of Macedonia Stock Exchange Zorica Asenova walks CEE In-House Matters through her professional journey, discusses the most frequent legal risks for market participants, explains her strategy for encouraging better corporate governance without overburdening issuers, predicts which trends will most shape capital markets in the region over the next five years, and more.
CEEIHM: Please walk us through your career. What was the biggest adjustment moving from a regulatory role in the capital market to being part of the institution that enables it?
Asenova: My career has been largely dedicated to capital markets law and regulatory matters, first at the Securities and Exchange Commission and later at the Macedonian Stock Exchange. At the Commission, I spent more than a decade working in licensing and corporate finance, covering public and private securities offerings, takeovers, and the establishment of brokerage houses and investment funds. This experience gave me a strong regulatory and risk-focused perspective.
Moving to the Stock Exchange meant changing that perspective. Instead of mainly assessing compliance, the focus became how to design rules and processes that both protect the market and support its development. The biggest adjustment was learning to balance regulatory discipline with the practical needs of issuers and market participants.
CEEIHM: What is most important to you when it comes to the structure of the legal team?
Asenova: I believe flexibility and strong coordination are essential. The legal team should manage regulatory, governance, compliance, ESG, and contractual matters, while actively working with other departments and participating in daily business activities.
An effective legal team combines deep knowledge of the law with a clear understanding of the business. Clear responsibilities, open communication, and shared ownership of outcomes are more important than rigid hierarchies.
CEEIHM: What are the most frequent legal risks for market participants, and how do you see these evolving with upcoming regulatory changes?
Asenova: The most frequent legal risks relate to governance and compliance with ongoing obligations. Many issues don’t come from clear rule breaches, but from weak internal processes and procedures.
With the upcoming regulatory changes, particularly the alignment with the new Law on financial instruments, these risks are likely to become more visible. The new framework will require clearer internal policies and procedures, implemented measures for investor protection, stronger market abuse prevention, and more robust compliance systems. Market participants who treat these changes as purely formal updates, rather than operational ones, may face increased regulatory and reputational risk.
CEEIHM: How do you encourage better corporate governance without overburdening issuers?
Asenova: I prioritize proportionality, flexibility, and clarity as the foundations of effective corporate governance, ensuring that issuers can comply without unnecessary administrative burdens. There is no “one-size-fits-all” approach – solutions must be tailored to each issuer’s context. Clear rules, practical guidance, and targeted education remain the most effective levers for fostering corporate governance in practice.
Equally, integrating ESG considerations is critical. Strong environmental, social, and governance practices are not just compliance obligation – they are strategic tools that create sustainable, long-term value.
By maintaining regular dialogue with issuers, understanding their operational realities, and allowing adequate transition periods, corporate governance and ESG can be framed as drivers of growth and resilience rather than mere regulatory requirements.
CEEIHM: Which areas of EU capital markets regulation need the most careful local adaptation?
Asenova: The areas of EU capital markets regulation that need careful local adaptation are those closely linked to the specifics of the national law and market practices, such as prospectus and disclosure rules, market abuse, MiFID II, sustainable finance framework, and shareholder rights. The harmonization with the EU acquis in these areas is essential but has to be proportionate to the size and the liquidity of the local market so it doesn’t discourage listings or market activity, while still ensuring adequate investor protection.
CEEIHM: What makes an external counsel a long-term partner rather than just a transactional one?
Asenova: The collaboration between in-house counsel and external counsel is of big importance when shaping a company’s legal strategy and supporting its overall success. In-house lawyers act as strategic business partners, managing risk while overseeing day-to-day operations. External legal counsels, on the other hand, act as trusted advisors when some specific question arises, so their specialized knowledge and technical expertise can complement the in-house team. External counsel becomes a long-term partner when they go beyond handling individual matters to understand the company’s business, strategy, and regulatory environment.
CEEIHM: What trends will most shape capital markets in the region over the next five years?
Asenova: The EBRD initiative to integrate the eight regional exchanges, including the Macedonian Stock Exchange, will be a key driver for the region, fostering harmonization, enhancing efficiency and visibility of the markets, boosting their liquidity, and providing better funding access for small and medium-sized enterprises. EU-driven initiatives, including the new Market Integration Package, will also play an important role and represent a complementary effort aimed at creating a more unified and efficient capital market in the region.
Moreover, continued alignment with EU regulation – combined with advances in digital infrastructure, assets and tools for retail investors, strengthened corporate governance and sustainable finance frameworks, the gradual shift toward more capital-market-based pension systems, targeted tax incentives for retail participation, and enhanced financial literacy – will play a decisive role in shaping the future development of regional capital markets.
CEEIHM: Looking back, what’s one skill you never imagined would play such a big role in your career?
Asenova: One skill I didn’t anticipate being so crucial is the ability to bridge legal expertise with business, finance, and regulatory considerations. I discovered that capital markets law goes beyond the legal framework – it demands insight into business operations, market behavior, investor perspectives, and regulatory developments, and the ability to apply this knowledge to provide precise, actionable legal advice.