This study, in three parts, is dedicated to the bankruptcy crimes, simple and fraudulent, and regulated by articles art. 240-241 pf the Penal Code. This first part approaches common aspects of both infractions, in a historical (chronological order), respectively in the Bankruptcy law , then in Companies law, then back in the Bankruptcy law, and currently in the Criminal law. Then are analyzed the constitutive elements of the bankruptcy crimes...

Irregularities in the company’s internal decision-making process cannot affect the validity of the company’s acts concluded with outside third parties, where the company’s agreement was based on the legal representatives’ authority to act, not on a resolution of the shareholders’ general meeting. However, case law is not unitary in this sense. When it comes to directors’ liability, views may differ on the very nature of such liability, ...

This article covers the liability of the directors towards the company, different than the liability towards the third parties. The issue of the legal nature of this liability should not be controversial, for it is a contractual one. Law no. 31/1990 came (quite late) for the limited companies by stock (SA) with the bonus pater familias criterion, that means that the liability is appreciated by the objective criterion of a common, ordin...

In the absence of an agreement by the parties on a price which is determined or determinable there is a risk that their contract be deemed null and void. There may exist practical and diverse reasons for which the parties though do not clarify the amount of the price or at least the criteria for the calculation of the price, such as the lack of sufficient information regarding the value of the relevant good or service, the impossibility to pre...

In order to ensure that any litigant has the right to a fair trial and a free access to a court, the Romanian legislator has regulated, among other European Union countries, the legal aid.The aim of this study is to analyse, whether this regulation is effective or not. Any difficulty, starting from interpretation issues, to regulation “loopholes”, may and will affect the decisions of the national courts. Therefore, our purpose is to hig...

The objective of the Recommendation (CE) 2014/135/EU on new approach to business failure and insolvency is to ensure that viable enterprises in financial difficulties, wherever they are located in the Union, have access to national insolvency frameworks which enable them to restructure at an early stage with a view to preventing their insolvency, and therefore maximize the total value to creditors, employees, owners and the economy as a whole. ...

Traps are formal, deliberately wrong elements, that certain authors use in order to detect a possibly unauthorized reproduction of their work, the occurrence of such an error in two or more works being likely to cause a simple presumption of illegal copying. The fundamental role of traps comes within the scope of evidence, in a potential claim form covering the liability in tort of the author of such an illegal act.The paper discusses t...

The issuing of bonds is a way of financing the activity of the company and is a type of financing much more inexpensive than the ones offered by banks, recommending it for attracting necessary funds. Keywords: bonds, bond...

The article aproaches the issue of the number of shareholders in a company. Whereas there is a shareholder with a few or just one share and the second with all the other shares, the question is that such situation might infringe the provision of the minimum duality of the shareholders in a corporation, through a simulation. The conclusion of the article is that the legislator should promote the sole shareholder corporation, for it is accepted b...

The coming into force of the new Romanian Civil Procedure Code, on February 15th 2013, has resulted in new rules on the civil trial with a foreign element, repealing the last remaining articles of Law no. 105/1992. This paper is the fifth of a series which aims to provide a general analisys of the new legal provisions, correlating them with the former regulation and relevant jurisprudence, as well as the European legislation with which it migh...