Withdrawal and expulsion have effects not only over one’s position as a member of a company, by ceasing the membership, but also over the net assets of the issuer of the respective shares, own by the withdrawn or expelled member. These are acquired by the issuer, which either cancel them, either keep them as treasury.Due to the fact that members’corporate claims are satisfied over the very issuer, the question raised is the protection o...

The study critically analyzes the text of art. 207, para. (1) of Law no. 71/2011 for the implementation of Law no. 287/2009 on the Civil Code, according to which the new rules of conflict will immediately apply in all cases when the submission of the claim in front of the court or other competent authority was registered after the date of entry into force of the new Civil Code (1 October 2011). The legislator does not refer to the date when th...

The institution of legal set off suffered several modifications during the transition from the old Civil Code to the new Civil Code. Some alterations were foreseeable and understandable; others were the illustration of a sinuous legislative dynamics.The combination between national legislative “mutations”, bankruptcy rules related to compensation, and European rules regarding set off will generate “the recipe for success”. The issue is w...

The purpose of this paper is to identify and investigate the current status of arbitral institutions’ and arbitration courts’ authority to sanction violations of unethical lawyers in cases of conflicts of interest. The parties have a fundamental right to choose their lawyer and also an independent and impartial tribunal, therefore the power source of the arbitral tribunal to exclude/disqualify a lawyer requires clarifications, since lately it h...

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 –...

Inventory losses can be encountered in various stages of the production – distribution – sale cycle, starting with the raw material acquisition within the production process and ending up with losses generated within the sale process of certain goods.Regardless of the cause of losses (perishable, damaged goods, technological losses, stolen goods etc.), they have a significant fiscal impact in the business activity, both on profit tax and...

By entering into force of the Law no. 227/2015 regarding the Fiscal Procedure Code, a number of changes were made regarding the fiscal regime of the precautionary measures.The most important changes aim the provisional character of the precautionary measures and the explicit regulation of the exceptional character in which this kind of measures may be ordered. There are also important changes regarding the procedure to be followed by the...

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.

Reform of the European cross-border insolvency rules: EU regulation 848/2015. On May 2015, 20th, the European legislator enacted the EU regulation 848/2015 on insolvency proceedings (Recast Regulation). The new text, amending and repealing the EU regulation 1346/2000, includes a series of innovations aiming to improve his general functioning and to bring more efficacy and efficiency in cross-border insolvency proceedings in Europe. The study ...

The interpretation of the Vienna Convention on the International Sale of Goods by the Court of International Commercial Arbitration attached to the Chamber of Commerce and Industry of Romania is made through the analysis of recent case law. The paper examines more than 40 arbitral awards. The analysis takes into account both ratione personae and ratione materiae of the Convention.