The pre-emption right asserted by Article 216 of the Company Law is an instrument that warrants the corporate balance, protecting the shareholders, in a transparent and predictable way, in the process of company’s share capital increase. Therefore, the limitation or removal of the pre-emption right through statutory clauses is forbidden and, during the increase of the share capital, is subjected to exceptional conditions. Violation of the pre...

If the associates of the limited liability company are in agreement regarding the allocation and liquidation of the assets of the company and if they warrant payment of company’s debts or provide for a settlement of receivables with the company’s creditors, the Company Law allows them to decide, concomitantly with the dissolution of the company, the means to liquidate the company and, by their unanimous vote, to decide upon distribution, betw...

Considering the legal provisions regarding the unilateral termination of contracts enshrined in the new Romanian Civil Code, we want to bring to attention the issue of the impact they generate on the mandate and agency contracts. The right of the parties to the mandate and agency contracts to terminate the agreement unilaterally has its legal basis primarily in the special legal provisions incidental to these contracts (art. 2030-2034, 2036-20...

The need to harmonize State aid policies with the export subsidy regime is described in this article, both in terms of the legal basis and the advantages and disadvantages produced by it, highlighted by examples from practice. Keywords:

Through the study having the title and the mentioned object, we set out to identify, present and analyze some of the legal implications that it may have, the legal nullity of the deletion of the (commercial) companies that did not increase their share capital, at the level and within the terms imposed by certain special laws. ...

Art. 1.420 is part of the texts that Civil Code of 2009 did not take from the old Code. The text allows – in the case of an event considered by the parties as a term, but being an event, however not realized – that the provisions of chapter dedicated by the Civil Code to the term as a modality of the civil legal act to become applicable.The present study includes, in its first part, an analysis of the substantial aspects relevant to the ...

In order to determine the existence of the favor contractus principle in the Romanian civil law, we deem it useful to analyze the legal provisions applicable to the contract in order to establish to what extent it can be held that an intention of the Romanian law maker in the sense of favoring the contract exists. In the present study, we analyze the existence of such provisions among the provisions regulating the seller’s guarantee w...

The regulations analyzed in this study have as common note their density of the one part, as well as the terminologic inconsistency and lack of substance on the other side. Although they are partly in harmony with the European regulations, in those areas where the state had the possibility to take stricter measures, it did: the example of the export regime determined by the classification of goods in the national heritage. These restrictions ...

Immediate effect of the opening of insolvency proceedings, the suspension of any action against the debtor is imperatively imposed by the law, and stops them at the stage in which they were, including during forced execution. Keywords:

The paper analyzes the jurisprudential recognition of good faith in corporate governance, initially as a condition of the business judgement rule and subsequently as a component of the duty of loyalty. The objective of this paper is not to identify the contours of this duty, rather it will examine different interpretation methods, the most relevant being the identification of good faith as a distinct and selfstanding fiduciary duty in 1995, and...