The traceability of mortgages established on the debitor`s asset in a perpetually topical topic in relation to the activity of enterprises in particular in the pre-insolvency phase; following the legal course of the mortgage institution, whether movable or immovable, is of theoretical and practical interest both for ensuring the protection of the creditor`s rights of this institution, and for managing the assets of the debitor in financial diff...

The article seeks to highlight the ongoing tension between the fundamental freedoms underpinning the European Union’s internal market and the Member States’ desire to safeguard their own cultural or economic interests through fiscal measures. In this context, the analysis focuses on the Amazon case, currently pending before the Court of Justice of the European Union, concerning the compatibility with EU law of the fixed €3 fee imposed i...

In the dynamics of corporate relations, practice clearly reveals the solution of transferring shares through gratuitous transfers, instrumented, for reasons of speed and efficiency, in the form of a document under private signature. This path, apparently unconventional, from the perspective of the rigors imposed on liberalities in civil law, finds its justification in the specifics of the corporate order, where the social will and the statuto...

This article is based on a situation often encountered in practice in insolvency proceedings opened under Law no. 85/2014: the appointment of the insolvency administrator by the majority creditors / the majority creditor holding at least 50% of the creditors’ estate with voting rights at the first meeting of the creditors’ meeting, without taking into account essential aspects in the conduct of the insolvency proceedings that are important fo...

In the case of a company in the framework of the judicial reorganization procedure, for the smooth running of the procedure and in order to successfully close this procedure, it is possible to identify the need to amend the constitutive act of the debtor; this corporate event can be achieved by carrying out, in this special situation, two complementary legal procedures, specific to corporate law and insolvency law; in other words, such a chan...

Often, the legislative technique poses challenges to the jurist, generating interpreting efforts of the legal norms, requiring searches to identify the purpose of the regulation. This is also the case of the norm enshrined in art. 53 paragraph 9 of Law no. 101/2016, from the perspective of the determination of the statute of limitations applicable to the actions through which damages are claimed for the economic operator’s failure to perform t...

Regarding the scope of application of article 67 paragraph (6) of Law no. 31/1990, namely whether it also applies in the case of the valorization of securities in the context of a forced execution that is carried out by way of a sale (amicable, direct or forced), and the adjudication act represents, at least regarding the nature and legal consequences, a genuine sale-purchase contract by which the property right over the goods that are the sub...

The withdrawal of associates from the limited liability company is a solution to the crisis of affectio societatis, whose legal meanders are becoming increasingly interesting due to the complexity of the problems arising in practice and the few and even contradictory legislative solutions. The present study examines only the hypothesis of the withdrawal of an associate from the limited liability company with the consent of all the oth...

The Companies Law prohibits shareholders who are directors from voting, including by proxy, on their discharge „or on a matter in which their person or administration would be at issue”. Article 126 regulates the generic conflict of interest between the shareholder and the company, when the directors are those who have prepared the financial statements and have every interest in being approved. The prohibition to exercise the right to vote is ...

The panoply of legal instruments which the legislator consecrates for reparation of damage and who cares to several branches of law can instill to the creditor the illusion of the possibility of simultaneously resorting to all of them or of establishing an order of their use according to subjective criteria.A concrete example in this regard will be analyzed in the present study and it concerns the matter of non-reimbursable funds face t...