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Numărul 1 Anul 2020
Numărul 1 Anul 2020
Hostile takeover is the takeover public offer made despite the opposition of the management of a company. The reasons for the hostility are, in general, the fear of the management of the target company that will be replaced after taking over.The hostility is expressed, formally, by recommending the management of thetarget company made to its shareholders to accept or not the takeover offer of the acquirer. The best solution to avoi...
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Teoria dezmembrării dreptului de proprietate privată. Teze și antiteze
Numărul 6 Anul 2019
Numărul 6 Anul 2019
We set out to analyze a theory according to which the real (in rem) right over another person’s property is placed within the content of a real relationship, a relationship in which the subjects cannot be totally independent, in which there may exist – concomitantly – a right with erga omnes opposability, but also a special passive conduct, assumed, of the owner, as soon as they understood to constitute, in favour of another, a real ...
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Tratamentul sechestrului penal asigurător instituit în scopul recuperării creanțelor bugetare în procedura insolvenței
Numărul 6 Anul 2019
Numărul 6 Anul 2019
The present paper aims to analyse the effects that the criminal precautionary seizure may have on the assets of the debtor who is in insolvency or bankruptcy procedure and to highlight the special, derogatory nature of the insolvency legislation’ provisions as compared to those of the criminal law regarding the recovery of the debtor’s assets.
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Adunările Generale ale Asociaților (AGA) – quo vadis?
Numărul 6 Anul 2019
Numărul 6 Anul 2019
This article contains, broadly speaking, the author’s support in several scientific conferences and lectures held during continuous training courses having as a center of interest the General Meetings of the Associates/Shareholders and the Creditors’ Meetings in the insolvency proceedings. In Part 1 of this article we will address a theme sustained at the Conference „Business Law. Current Challenges”, organized under the aegis of t...
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Un an cu executări silite individuale în procedura colectivă de insolvență. Aspecte jurisprudențiale
Numărul 6 Anul 2019
Numărul 6 Anul 2019
The amendments to the Insolvency Law brought by GEO 88/2018 destabilized this field and affected the very reason of the insolvency procedure transforming it from a purely collective procedure, into a procedure that allows the individual recovery of the receivables of the tax creditors through individual enforcements.The wave of enforcements initiated under this ordinance has entailed a series of practical problems and questions left una...
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Provocările profesionale aduse de Directiva privind restructurarea și insolvența
Numărul 6 Anul 2019
Numărul 6 Anul 2019
The Directive regarding the restructuring and insolvency is intended to set out some business recovery proceedings based on an out-of-court reorganization plan. The business recovery plan represents the core element around which the architecture of any restructuring shall be shaped. The manner in which such a plan is intended to operate at the time the claims satisfaction percentage and modality are submitted to examination, translates in fact...
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Arbitrabilitatea acțiunilor în anularea hotărârilor adunării generale a acționarilor
Numărul 6 Anul 2019
Numărul 6 Anul 2019
Actions for the annulment of decisions taken by the general assembly of shareholders have been traditionally regarded as non-arbitrable in Romania.This author believes that, in the light of the provisions of the new Code of Civil Procedure, and of international developments in this area, such matters are capable of being submitted to settlement by arbitration.
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Probleme teoretice și practice privind obligația de loialitate a administratorului în cadrul grupului de societăți
Numărul 6 Anul 2019
Numărul 6 Anul 2019
The administrator’s loyalty obligation raises a number of problems when the company he manages is part of a group of companies. Who is the beneficiary of the loyalty obligation or to whom does the administrator owe loyalty? What interest should this pursue: the interest of the company or the group? What is the content and extent of his loyalty obligation? Does it extend to business opportunities or not? The lack of legal personality of the grou...
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Impactul procesului penal asupra insolvenței. Efectele măsurilor asigurătorii dispuse în procesul penal asupra procedurii insolvenței
Numărul 6 Anul 2019
Numărul 6 Anul 2019
The article analyzes the different way in which the Romanian courts, courts and courts of appeal, vested with the judging of the appeals against the measures of the administrator/judicial liquidator regarding the procedures of valorisation of the assets in the insolvency procedure, have solved these types of cases. Until a disassociation of this problem of law realized, according to art. 519-521 of Code of Civil Procedure, by the High Court o...
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Despre creanțele curente în procedura insolvenței
Numărul 6 Anul 2019
Numărul 6 Anul 2019
The evolution of the insolvency legislation in Romania has led to a privileged legal regime regarding creditors with current claims, they have rights and additional protection in order to recover the claims. The holders of this type of claims have priority over payment and do not enter into competition with the creditors with claims prior to the opening of the insolvency procedure, being able to request, under certain conditions, the opening o...
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Comerţul de artă între reglementare (excesivă) și vid legislativ
Numărul 5 Anul 2019
Numărul 5 Anul 2019
The regulations analyzed in this study have as common note their density of the one part, as well as the terminologic inconsistency and lack of substance on the other side. Although they are partly in harmony with the European regulations, in those areas where the state had the possibility to take stricter measures, it did: the example of the export regime determined by the classification of goods in the national heritage. These restrictions ...
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Cu privire la existenţa unor prevederi de favor contractus în materia obligaţiei vânzătorului de a garanta contra viciilor bunului vândut
Numărul 5 Anul 2019
Numărul 5 Anul 2019
In order to determine the existence of the favor contractus principle in the Romanian civil law, we deem it useful to analyze the legal provisions applicable to the contract in order to establish to what extent it can be held that an intention of the Romanian law maker in the sense of favoring the contract exists. In the present study, we analyze the existence of such provisions among the provisions regulating the seller’s guarantee w...
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Între condiţie și termen: art. 1.420 C. civ.
Numărul 5 Anul 2019
Numărul 5 Anul 2019
Art. 1.420 is part of the texts that Civil Code of 2009 did not take from the old Code. The text allows – in the case of an event considered by the parties as a term, but being an event, however not realized – that the provisions of chapter dedicated by the Civil Code to the term as a modality of the civil legal act to become applicable.The present study includes, in its first part, an analysis of the substantial aspects relevant to the ...
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Despre nulitatea de drept a radierii din registrul comerţului a societăţilor (comerciale) care nu îndeplinesc anumite cerinţe legale speciale
Numărul 5 Anul 2019
Numărul 5 Anul 2019
Through the study having the title and the mentioned object, we set out to identify, present and analyze some of the legal implications that it may have, the legal nullity of the deletion of the (commercial) companies that did not increase their share capital, at the level and within the terms imposed by certain special laws.
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Transparența și protejarea concurenței ca limite ale inițierii achizițiilor in-house: scurt comentariu privind Cauza C‑285/18, Irgita
Numărul 4 Anul 2019
Numărul 4 Anul 2019
A contracting authority has the freedom to externalise the provision of a service or the provide it internally by using their own resources in order to pursue public policy objectives. However, when doing so a contracting autority must comply with the free movement of goods, the freedom of establisment and the freedom to provide services as regulated by TFUE as well as the principles deriving therefrom, such as equal treatment, non-discrimina...
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