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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...
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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...
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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...
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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...
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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...
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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...
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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...
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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...
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(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...
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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...
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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...
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Protecţia consumatorului de cetăţenie în războiul comercial de apărare
Numărul 4 Anul 2025
When instituting retaliatory tariffs on imports from a State who initiated such alleged protectionist measures, aiming to convince that State to renounce the tariffs initially imposed, it is possible to disproportionately affect some of its own citizens or of the companies established under the national law. In such cases, the State can award them certain compensatory benefits. Considering the premise that citizenship is not a determinism, but ...
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Reforma comerţului online: exigenţă indispensabilă pentru trasabilitatea produselor neconforme
Numărul 4 Anul 2025
The Commission’s proposal for a Resolution on the Internal market and consumer protection No 2025/2037 underlines the pressing need for an online trade reform in the context of increasing the volume of non-compliant products imported into the EU, in particular from China, through Temu or Shein platforms.The main pillar of the reform of trade relations regarding products imported from outside the EU consists of establishing an extended li...
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De la PSD2 la PSD3: transformări în reglementarea serviciilor de plată prin prisma analizei economice a dreptului
Numărul 4 Anul 2025
The study analyzes the new European regulatory framework for payment services (PSD3) using the tools of economic analysis of law. Starting from previous legislative developments, from Directive 2007/64/EC (PSD) and PSD2 to the current proposal for a Regulation, the study highlights the essential changes regarding the liability of payment service providers, particularly in the context of identity fraud (spoofing and phishing). We argue that the...
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Soft Law in (Hard) Action: Noul Cod de Guvernanţă Corporativă al BVB și efectele sale asupra emitenţilor din prismă juridică și economică
Numărul 4 Anul 2025
The article analyzes the impact of the new corporate governance standards introduced by the Bucharest Stock Exchange (BVB) Code, which came into force on January 1, 2025, compared to the previous version from 2015. The study places the BVB codes in the context of soft law instruments and the comply or explain principle, discussing both their normative role and their practical effects on issuers. The analysis highlights the main changes brought ...
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