The article outlines the institution of separation of patrimony as regulated by the Companies Law no. 31/1990 in the context of analyzing the rules on division from a historical perspective, as well as from the perspective of European law and comparative law. It analyzes the separation of patrimony for the company’s benefit and the contribution in kind of a company, the distinction between the separation of patrimony and the contribution in k...

A modern society, where the corporate bodies are the main vectors of the economic life, needs solid rules to promote financial stability and to ensure that the companies are truly accountable not only to their shareholders but also to build and maintain public trust in companies and in their day to day management for the public benefit. This presentation aims to evaluate the enactment in the Romanian legislation, with special regard to the Comp...

Art. 132(3) of the republished Companies Law no. 31/1990, as subsequently amended and supplemented, regulates the legal action brought against the general decision of shareholders when absolute nullity reasons are invoked. What art. 132(3) does not clarify, unlike par. (2) thereof, regulating the hypothesis of the action for the annulment of the decision of the general meeting for relative nullity reasons, is whether the shareholder’s position...

The present study presents some important aspects in the new regulation regarding prevention and insolvency procedures, focusing, above all, on the principles of speed and specialty of this law. Law no. 85/2014 brought changes regarding its procedural mechanisms, among the objectives of the normative act being the guarantee of the speed of the insolvency procedure, in order to ensure both its efficiency and effectiveness. All participants invol...

The paper deals with the issue of the lawyer within the European context, highlighting his rights according to European regulations which establish and ensure the European lawyers freedom of movement and practice the profession in the EU. Statistics prove that these prerogatives recongnised to the European lawyer did not go unnoticed, the large and growing number of lawyers who decided to practice under the professional title of their state of ...

This article emphasises the error aplicable in a very restrictive field, the artwork circulation. Although the legistator’s defining term is not an unitary one, the scope of an understanding’s sphere concerning the artistically works was achieved by the means of doctrine and jurisprudence. Their originality is essential in being considered as artwork. Synonymic with the mobile cultural goods, the selling purchasing of artworks are feigned in ...

The New Civil Procedure Code and the law for its application generate a transformation of the paradigm as regards the temporal application of the civil procedural law, operating a replacement of the system based on the isolation of the procedural act by the system focused on the stages of the civil process.The law for the application of the new Civil procedure code was requisite in order to endorse the transition form the former code to t...

In Case C-681/11 Bundeswettbewerbsbehörde, Bundeskartellanwalt v Schenker & Co. and Others, in a judgment issued on 18 June 2013, the Court of Justice of the European Union (CJEU) considered that a company that infringed EU competition rules cannot be exempt from the application of a fine in spite of claims that it relied on legal advice given by a lawyer with regard to the compatibility of its behaviour with n...

The procedure for convening 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 protecting the shareholders, the company and the third parties, thus ensuring the stability of legal relationships.

The purpose of this paper is to realize a freeze frame of the actual debate on corporate governance theories. It deals with the major theories of corporate governance: agency theory, stewardship theory, stakeholder theory, resource dependency theory, transaction cost theory and political theory. Are presented the origins and the evolution of the main assumptions of all these six well known corporate governance theories.After the corporate...