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...

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...

This article represents the first part of a study aimed to provide an overview of the main novelties related to contractor’s liability under the Romanian Civil code. In their study, the authors referred to the relevant provisions of the Québec Civil code, as it represented one of the main sources of inspiration for the Romanian Civil code, and to the related doctrine as well. The authors also outlined the potential issues to arise due to the ...

The rules set forth by legal provisions have received, in time, various arguments: natural law or jus naturalism, positive law, voluntarism, normativism, law as a social fact, etc. Recently, a new theory relating to the economical efficacy of the legal rule has been put in place. According to this theory, any legal rule gains in effectiveness and presents more authority if it is also supported by an economical explanation.In this context...

Open data is a hot topic in European Union in the past few years that raises a series of legal issues from different perspectives: copyright and related rights, personal data protection or re-use of public information. We are writing this article with the aim to overview the main legal problems related to open data from a Romanian legislation point of view, as well as a presentation of the relevant public policies on the topic, in order to bet...

The dispositions related to simulation under the New Civil Code (art. 1289 and the next, the New Civil Code) are applicable to the company as follows: the parties conclude a public and false act – the company contract – which conceals another secret and real act, the only act binding the parties, but not opposable to third parties; but the third parties can take advantage either of the public act, or of the secret one, as their interest dicta...

Since the activity of the company depends on the conduct of the associates and the manner in which they perform their statutory and legal duties, Law no. 31/1990 regulated the exclusion of the associates under certain circumstances for the purpose of protecting the company, but also the interests of the associates.Exclusion is a sanction against the associate who does not perform certain duties or causes a certain prejudice to the compan...

This article discusses the legal situation of the debtor who made a promise to sell movables or immovables prior to her subsequent judicial declaration as bankrupt, and of the creditors who made a promise to buy such goods. Taking in consideration all the „innovations” introduced in the Romanian Law in recent years, it argues that the non correlation of the dispositions of various recent legislative enactments, among which predominantly figure...