The pre-emption right asserted by Article 216 of the Company Law is an instrument that warrants the corporate balance, protecting the shareholders, in a transparent and predictable way, in the process of company’s share capital increase. Therefore, the limitation or removal of the pre-emption right through statutory clauses is forbidden and, during the increase of the share capital, is subjected to exceptional conditions. Violation of ...

The Civil Code took over the „undertaking” concept, a specific feature of the Commercial Law, and extended its application to the activities of any „professional”, without taking into consideration the lucrative or non-lucrative nature of these activities; unfortunately, neither of these two concepts do not enjoy an extensive regulation under the Romanian law, their legal outline being construed, mainly, through doctrine and case law. Un...

The professional patrimony is a juridical fiction based upon which the lawmaker grants a special legal regime to a fraction of the patrimony of a professional, destined for the exercise of a certain profession. This paper aims to reflect the complexity of the relations that reunite various assets, rights and obligations of the professional as well as the consequences of this legal construction, with reference to the special and unique ...

The intermediation contract, whilst being already mentioned in the abrogated Commercial Code, has been defined and regulated only in the new Civil Code.Aiming to intercede the conclusion of various contracts, the intermediation contract is frequently met in practice as a reals assets brokering contract. Unfortunately, brokerage in real assets is a field that is insufficiently and inadequately regulated by the Romanian law.

This paper is addressing the implications of Romanian lawmaker’s choice timplement, in the New Civil Code, a new legal concept, the “professional”, term that encompasses the categories of traders, entrepreneurs and other persons that exercise economic or professional activities.

The article outlines the institution of separation of patrimony as regulated by the Companies Law no. 31/1990 in the context of analyzing the rules on division from a historical perspective, as well as from the perspective of European law and comparative law. It analyzes the separation of patrimony for the company’s benefit and the contribution in kind of a company, the distinction between the separation of patrimony and the contributi...

During the incipient period of application of companies’ legislation, legal issues concerning the formation, organization and development of trade companies’ activities were examined preeminently by scholars and courts, since that was a time of creation and hope; events like withdrawal or expulsion of an associate were marginal issues that were disrupting the corporate harmony and not so often met în practice.The economic crisis a...