Public authorities strive to maximize the collection of revenues to the public budget, an attitude that meets the legitimate resistance of taxpayers and their efforts to preserve their own patrimony. Among the scenarios used by the state to effectively manage this resistance, there are some that raise intense arguments both from a theoretical and jurisprudential perspective. The state’s responsibility for ensuring the financial well-being of le...

This article explores the legal and fiscal framework for setting the price of share transfers in limited liability companies (LLCs), balancing contractual freedom with tax authority oversight. Drawing from German doctrine (GmbH law and MoMiG reform), we analyze the legal nature of shares, including intra-family transfers under Romanian Law no. 346/2004. The paper reviews recognized business valuation methods (asset-based, income-based, and mark...

The judgment of the Court of Justice of the European Union (CJEU) of 17 October 2024, delivered in Case C-701/22 AA SRL v. Ministry of European Funds, marks a significant moment in shaping the relationship between national procedural autonomy and the obligation of Member States to ensure the effectiveness of EU law. Through this preliminary ruling, the Court explicitly recognizes the right of beneficiaries of non-reimbursable funds to receive...

The partners are granted the right, under the conditions and quorum provided by the articles of incorporation, to decide on the modification of the company by adopting a resolution to that effect. For example, they may decide on the dissolution of the company, which can be carried out with or without liquidation. If the partners declare that there are no outstanding claims or that an agreement has been reached with the creditors regardi...

Compensation of managers and directors is fixed in nature and is grantedperiodically (monthly) or in the form of attendance fees (jetons), without depending on the company’s performance. Compensation of managers is set by the board of directors within the limits established by the general meeting of shareholders (GMS). It is monthly, corresponding to a permanent (full-time) activity. An additional compensation is granted for executive ro...

The article analyzes the impact of the new corporate governance standards introduced by the Bucharest Stock Exchange (BVB) Code, which came into force on January 1, 2025, compared to the previous version from 2015. The study places the BVB codes in the context of soft law instruments and the comply or explain principle, discussing both their normative role and their practical effects on issuers. The analysis highlights the main changes brought ...

The study analyzes the new European regulatory framework for payment services (PSD3) using the tools of economic analysis of law. Starting from previous legislative developments, from Directive 2007/64/EC (PSD) and PSD2 to the current proposal for a Regulation, the study highlights the essential changes regarding the liability of payment service providers, particularly in the context of identity fraud (spoofing and phishing). We argue that the...

The Commission’s proposal for a Resolution on the Internal market and consumer protection No 2025/2037 underlines the pressing need for an online trade reform in the context of increasing the volume of non-compliant products imported into the EU, in particular from China, through Temu or Shein platforms.The main pillar of the reform of trade relations regarding products imported from outside the EU consists of establishing an extended li...

When instituting retaliatory tariffs on imports from a State who initiated such alleged protectionist measures, aiming to convince that State to renounce the tariffs initially imposed, it is possible to disproportionately affect some of its own citizens or of the companies established under the national law. In such cases, the State can award them certain compensatory benefits. Considering the premise that citizenship is not a determinism, but ...

This article examines the landmark judgment of the Court of Justice of the European Union in the Google/Android Auto case (C-233/23), which significantly redefines the legal framework governing refusals to ensure interoperability in digital markets.Departing from the traditional indispensability standard established in Bronner and IMS Health, the Court held that a refusal by a dominant undertaking to grant inte...