Irregularities in the company’s internal decision-making process cannot affect the validity of the company’s acts concluded with outside third parties, where the company’s agreement was based on the legal representatives’ authority to act, not on a resolution of the shareholders’ general meeting. However, case law is not unitary in this sense. When it comes to directors’ liability, views may differ on the very nature of such liability, ...

It is a fact that economy has undergone profound changes, in recent years, that have changed the physiognomy of companies and corporate law, and at the same time put ethics on the jurists’ agenda. The new stakeholder approach to corporate governance, regarding the maximization of the interests of all the parties impacted by the activities of a company, implicitly generates corporate social responsibility (CSR). The doctrine of ”legitimate expe...

The paper highlights the role and importance of negotiation between the parties to the credit agreement in order to achieve the object of the contract. Being the legal instrument through which the parties materialized their goals on the desired consumer credit and offered by the bank; the credit agreement shall contain any provision that would lead to achieving the outcome pursued by the parties.The first phase of negotiation is performe...

By approving the Law regarding datio in solutum, the Parliament intended to create a special form for an old institution – datio in solutum – especially by eliminating the necessity of obtaining the consent of the creditor for this mean of accomplishing through payment the obligations. The solution addopted produces some effects, which are unclear as being avoided through a general derogation from the Civil code, and could lea...

After the intensification of the banking credit activity in the latter part of the 2000s, the economic crisis, the devaluation of the national currency and the decline of the purchasing power, the consumers that were parts in the credit contracts initiated legal actions against the commercial banks.Although the national legislation came into force several years before, the disputes in the matter of the protection of the consumer law issu...

The hereby article aims to present a short analisys of the legal grounds of the claims filed by the borrowers who were afforded loans in HUF, claiming the repayment of the loans at the exchange rate applied by the bank on the date of advance of the sum borrowed and the repayment of the loan instalments in RON, but, most importantly, of the legal grounds of the few decisions by which these claims were granted.There is an unprecedented ten...

Romania’s economic policy has undergone a significant change of direction lately. After several years of fiscal consolidation and structural reforms, closely monitored by the IMF and the European Commission, the fiscal position of the country seem to change. Relaxation measures were implemented in 2015, as VAT cuts and wage increases. Some of these have already been implemented last year, while a new set of measures enter into force in 20...

This article approaches the issue of the transfer of the property right over the shares of a company, concentrating especially on the sale transfer. There are also analyzed various forms of transfer based on the size of the stake, type of the company, finance of the transaction, as well as fiscal aspects. Declaration in the company’s registries is not a specific form of transfer, but a way of making the transfer opposable to the issuer, as a ...

In the insolvency proceeding (actually regulated by Law no. 85/2014 and previously Law no. 85/2006) the prerogative of dismissal/unilateral termination of the ongoing convention is conferred to a third party – official receiver (or liquidator), which takes over the supervision or management of the insolvent debtor’s activity from the very moment of opening of the proceeding, unilateral termination of the ongoing convention, depending on the p...

The purpose of the study is to analyze the answer of the judiciary practice to the issue of sanctioning a less ”orthodox” manner of defrauding the unsecured creditors – by allotting and grouping the ”undesirable” creditors to a certain entity resulted from a division, followed by a collective procedure. This ”modus operandi” is more frequently used whereas the unsecured creditors lack the effective procedures – oposition to division –...