The two principles, of contradictory and of the defence rights established in articles 13 and 14 of CPC (Civil Procedure Code) are closely connected; the principle of contradictory being a guarantee of the defence rights; which is why we choose to treat them together, of course, related to the theme of the work, approaching them from the perspective of the judge’s role in achieving them, a role manifested in different stages of civil pr...

The harmonization of the European insolvency laws aims to remove the existing discrepancies between them, which may hamper the establishment of an efficient Unique Market. The revision of Regulation no. 1346/2000 on insolvency proceedings created the premise for a smooth coordination of insolvency proceedings with cross-border implications, but this process must be sustained by adopting certain complementary methods, in order to harmonize the ...

This article aproaches the issue of the nullity of the decision of the general meeting of shareholders of a company, aiming to realize a detailed view over a topic that raise, despite the fact that it should not, erroneous interpretations that endanger the very stability of the juridical relations. The main problems are: the shareholders legal capacity in case of assigning the shares after the ex rights date, the legal capacity of the shareho...

As follows from the definition of a company, in contractual terms, a company is constituted by the conclusion, by two or more persons, of a contract (memorandum of association) which must meet all the substantive requirements for the validity of a legal act: consent, capacity, object and cause.

Law no. 31/1991 regulating the companies sets a different liability of the shareholders depending on the type of company and, therefore, the status of the shareholder in a certain type of company is directly linked with a certain degree of personal liability of that company.From this point of view it is important to determine if the associates can derogate from these legal provision and grand themselves, through the Articles of incorporat...

In a comparative approach the paper deals with share repurchase as a manner of profit distribution and corporate governance dilemmas raised when a company elects this method for profit distribuiton. In case of American companies, share repurchases are a common practice, but it is arguable that it is able to ensure a fair treatment among different categories of shareholders and between shareholders and stakeholders. A fraudulent utilisation of sh...

A thorough analysis of German law in the field of personal liability of administrators and associates of insolvent companies. By means of this article, the author wishes to bring into attention of all readers relevant legislation, doctrine and jurisprudence in the field of insolvency from a highly developed economy such as Germany. Analyzing the most recent legislative innovations brought upon the German system by reforms can offer insight into...

In a previous article, we have analyzed the provisions of Law No. 182/2002 on protection of classified information, and its implementing norms, in order to outline the cases when, in a too easily manner, the access to public information is restricted by a simple unilateral decision to classify information, made by a public authority or institution.Under this article, we will explore the difficulties that at this moment exist in relation...

Conducting a General Meeting of Shareholders is a step in the mechanism of forming the corporate will and is regulated by rules of public order, their observance having the purpose of protecting the shareholders, the company and third parties, thus ensuring the stability of legal relationships.

Article 96 of Law 85/2006 on insolvency proceedings was amended by Law 169/2010, published in the Official Journal of Romania, part 1, nr. 505/21.07.2010.This legal text regulates the category of essential providers. Unfortunately, this legal amendment hasn’t brought the answers expected by those who practice insolvency, respectively by this professional doctrine. Moreover, this law amendment brought up new questions on the category of e...