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...

The European Commission has put forward in 2014 certain consultations dealing with companies, aiming to simplify and increase legislative consistency in that field. Legal effectiveness play the central role, but limits concerning the legal basis in the Treaty should always be checked out. By the most recent of these consultations, the Commission aimed at improving the legal framework of the Directive 2005/56/EC (Cross-Border Merger Directive),...

Companies Act regulates two institutions with similar purpose for the recipient of the effects of these institutions – social capital of a company being set up or increase the capital of an existing company, in both versions through a execution of a contribution in kind. The need to distinguish between the two institutions, the partial division of the contribution in kind, has both theoretical and practical importance by identifying and ...

The national regulations by which the Member States enforce a discriminatory tax treatment on the subsidiaries or branches of non-resident parent companies, compared to the one enforced on resident companies with an objectively comparable status, represent unjustified restrictions on the exercise of the right of establishment set out by art. 49 of the TFEU. The actual protection of the freedom of establishment was reinforced by the development...

The present study has as starting point the draft for the revision of the Shareholders’ Rights Directive, (2007/36/EC), aimed at improving the corporate governance of the over 10,000 companies listed on capital markets in Europe.Upholding the ambitious European Commission action plan, characterized by the collocation „fostering an appropriate regime for sharehoders’ rights” (from the public omonyme consultation in 2004), the draft directi...

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 ...

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.

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...