Arhiva
		
		    Pagina 1 din 52				
	
			
								
									
					
				
		
	
	
				Părţile sociale între liberalitate și mecanism corporativ: o lectură despre gratuitate, validitate și formalism
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    In the dynamics of corporate relations, practice clearly reveals the solution of transferring shares through gratuitous transfers, instrumented, for reasons of speed and efficiency, in the form of a document under private signature. This path, apparently unconventional, from the perspective of the rigors imposed on liberalities in civil law, finds its justification in the specifics of the corporate order, where the social will and the statuto...				
				Read More
			
				Taxe, cultură și concurenţă: analiza cauzei Amazon și a iniţiativei românești privind coletele extracomunitare
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    The article seeks to highlight the ongoing tension between the fundamental freedoms underpinning the European Union’s internal market and the Member States’ desire to safeguard their own cultural or economic interests through fiscal measures.
In this context, the analysis focuses on the Amazon case, currently pending before the Court of Justice of the European Union, concerning the compatibility with EU law of the fixed €3 fee imposed i...				
				Read More
			
				Trasabilitatea ipotecilor instituite pe averea debitorului în faza de preinsolvenţă și insolvenţă
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    The traceability of mortgages established on the debitor`s asset in a perpetually topical topic in relation to the activity of enterprises in particular in the pre-insolvency phase; following the legal course of the mortgage institution, whether movable or immovable, is of theoretical and practical interest both for ensuring the protection of the creditor`s rights of this institution, and for managing the assets of the debitor in financial diff...				
				Read More
			
				Conduita organului fiscal în cazul deschiderii procedurii insolvenţei
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    The recognition of the priority of the rules of the Tax Code regarding the budgetary receivables established by judicial decisions rendered in criminal matters arising from the commission of criminal offences, that is: the amounts of compensation for material damage, fines, judicial expenses and confiscated amounts, does not mean that their forced execution can be done anyway.
We are talking about the imperative nature of the insolvency...				
				Read More
			
				Administratorul statutar versus administratorul special! Cine răspunde?
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    The partners are granted the right, under the conditions and quorum provided by the articles of incorporation, to decide on the modification of the company by adopting a resolution to that effect. For example, they may decide on the dissolution of the company, which can be carried out with or without liquidation.
If the partners declare that there are no outstanding claims or that an agreement has been reached with the creditors regardi...				
				Read More
			
					
  
  
    The judgment of the Court of Justice of the European Union (CJEU) of 17 October 2024, delivered in Case C-701/22 AA SRL v. Ministry of European Funds, marks a significant moment in shaping the relationship between national procedural autonomy and the obligation of Member States to ensure the effectiveness of EU law. Through this preliminary ruling, the Court explicitly recognizes the right of beneficiaries of non-reimbursable funds to receive...				
				Read More
			
				Stabilirea preţului cesiunii părţilor sociale. Între libertate contractuală și răspundere fiscală
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    This article explores the legal and fiscal framework for setting the price of share transfers in limited liability companies (LLCs), balancing contractual freedom with tax authority oversight. Drawing from German doctrine (GmbH law and MoMiG reform), we analyze the legal nature of shares, including intra-family transfers under Romanian Law no. 346/2004. The paper reviews recognized business valuation methods (asset-based, income-based, and mark...				
				Read More
			
				Răspunderea statului pentru restituirea sumelor încasate nejustificat din perspectiva prescripţiei în dreptul fiscal și a garantării bunăstării financiare
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    Public authorities strive to maximize the collection of revenues to the public budget, an attitude that meets the legitimate resistance of taxpayers and their efforts to preserve their own patrimony. Among the scenarios used by the state to effectively manage this resistance, there are some that raise intense arguments both from a theoretical and jurisprudential perspective. The state’s responsibility for ensuring the financial well-being of le...				
				Read More
			
				Răspunderea întemeiată pe dispoziţiile art. 6 alin. (2) din Legea contabilităţii
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    Amid increasingly intense tax audits and the sometimes rigid enforcement of norms by fiscal authorities, the issue of liability in VAT deductions and expense rejections has grown significantly in relevance. Authorities often cite – albeit indirectly – Article 6(2) of Accounting Law no. 82/1991 to justify the penalization of corporate taxpayers for formal irregularities committed by suppliers, upstream partners, or accounting personnel, includi...				
				Read More
			
				Transformarea transfrontalieră a societăţilor comerciale – între formalităţi și provocări
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    The article explains the novelty introduced by Law no. 222/2023, which for the first time in Romania regulates the cross-border transformation of companies, in line with EU law. This mechanism allows a company to move its registered office to another EU member state and change its legal form without being dissolved, while still retaining its legal personality.
The procedure has two stages: in the home state, the company must draft a tra...				
				Read More
			
				Efectele abrogării art. 192 alin. (2) din Legea nr. 31/1990 asupra elementului intuitu personae al societăţii cu răspundere limitată
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    General meetings adopt resolutions (a term used interchangeably with „decisions”) based on the quorum and majority requirements set forth by statutory provisions or the articles of association. In the case of limited liability companies (LLCs), the general rule is that of a double absolute majority – both of the members and of the share capital [Article 192(1) of the Companies Law].
Prior to the enactment of Law No. 265/2022, amendment...				
				Read More
			
				Răspunderea administratorilor societăţilor cu răspundere limitată
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    The liability of directors towards the company arises whenever they breach the obligations assumed through the management contract or those provided by law. Law no. 31/1990, in Articles 70-73, outlines the legal framework for directors’ liability, emphasizing that the obligations and liability of directors are governed by the provisions on mandate and the specific rules set out in Law no. 31/1990.
The liability action against directors...				
				Read More
			
				(Ne)executorialitatea clauzei penale compensatorii
				
					
					
						
						Numărul 5 Anul 2025
					
					
				
		
					
  
  
    The pressure exerted by a creditor invoking a penalty clause included in a contract recognized by law as enforceable is a familiar scenario for both bailiffs and judges in enforcement courts. Bailiffs may encounter it even more frequently, especially when they manage to persuade creditors – based on judicial practice known to enforcement bodies – that the chances of obtaining approval for forced execution are rather slim.
Even more unpl...				
				Read More
			
				Validarea hotărârii arbitrale potrivit art. 603 alin. (3) din Codul de procedură civilă
				
					
					
						
						Numărul 4 Anul 2025
					
					
				
		
					
  
  
    The present study aims to analyze the causes and mechanism of an atypical procedure established by art. 603 paragraph (3) of the Civil Procedure Code, that of the validation of the arbitral award. Through it, in an unusual manner, some effects of a definitive and binding jurisdictional act (the arbitral award) are conditioned by the performance of verifications by a court of law or, even more strangely, by an authority without jurisdictional p...				
				Read More
			
				Interoperabilitatea platformelor digitale și abuzul de poziţie dominantă: lecţiile din cauza Google/Android Auto
				
					
					
						
						Numărul 4 Anul 2025
					
					
				
		
					
  
  
    This article examines the landmark judgment of the Court of Justice of the European Union in the Google/Android Auto case (C-233/23), which significantly redefines the legal framework governing refusals to ensure interoperability in digital markets.Departing from the traditional indispensability standard established in Bronner and IMS Health, the Court held that a refusal by a dominant undertaking to grant inte...				
				Read More
			
		
		Pagina 1 din 52  				
			
								
									
					
				
		
	
	© 2025 Wolters Kluwer
