Personal liability of the directors towards the creditors follows the liability of the legal person, the one that is damaged by the torts of the directors, so that it aims to reintegrate the corporate assets. The damage thus affects the legal person and only indirectly and implicitly the creditors, the latter being the recipients of the compensation only in the case of the judicial liquidation of the legal person.The personal liability c...

As mixed companies, limited liability partnerships were designed to operate on the principle of unanimity in adopting decisions in the general assembly of partners.It gave the minority partner the right of veto, that means the right to oppose any major decisions, subsumed under the broad concept of „amendments of the articles of association”. This principle was abandoned first in fact, through the practice of the trade registry and then ...

The study presents the actions of prevention and fighting against money laundering carried out primarily by financial institutions. Money laundering includes those financial operations by which sums of money obtained from crimes are given the appearance of legality of source. The crime of money laundering has an autonomous character compared to the predicate crime, not being conditioned by the pronouncement of a conviction for this crime. An ...

The Companies Law no. 31/1990 was amended by Law nr. 265/2022. The main object of Law no. 265/2022 is a new regulation of the activity of the trade registry, repealing the previous law, no. 26/1990. In addition to the register activity, Law nr. 265/2022 brings important changes to the corporate legislation. One of these changes is the possibility for the members of a limited liability firm to pay in instalments the shares subscribed when the f...

The arbitrability of the corporate litigations is, in principle, possible, especially after passing the new Civil Procedure Code (Article 542), which eliminated the condition of the pecuniary nature of the dispute. Norm of Article 63 of Companies Law no. 31/1990 does not establish an exclusive competence of the courts of law but a material and territorial one within their general competence. In addition, Article 132 paragraph (2) and following ...

Although they are intangible assets, the shares of a company bear defects (hidden). The seller of a stock is responsible for the value of the issuing company when, after the sale, it is reduced as a result of events prior to sale that the buyer could not find out of the public registers (financial statements, registers, etc.) or after performing a due diligence. This is the correct legal qualification, not the eviction, not the vices of consen...

Exclusion is a measure specific to intuitu personae companies. The legal enumeration can be extended through by-laws, as established by the High Court of Cassation and Justice – Panel for resolving legal issues in civil matters, by Decision no. 28/2021. Prior to this decision, the doctrine was divided, a large part considering that the enumeration is limiting. However, the shareholders cannot eliminate, through the by-laws, one or mo...

Practice and much of the doctrine present the document of merger or division as an authenticated one, which is a mistake. Firstly, the document is not the decision of the general assembly, and this, as negotium juris, is not a legal act but a sui generis act. Secondly, the document is the plan of merger or division, which is then subject to approval by the general assembly or assemblies. Unfortunately, the mistake is based on...

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...

Alteration of a company’s the charter can be implicit or explicit. When the alteration is explicit, it refers to the functioning of the company, to clauses that regulate the corporate life. Only in this case must the legal provisions regarding the alteration of the charter be respected, starting with the quorum and majority conditions of the general meeting, passing through the transparency procedure of the amending text, in order to inform t...