Exclusion is a measure specific to intuitu personae companies. The legal enumeration can be extended through by-laws, as established by the High Court of Cassation and Justice – Panel for resolving legal issues in civil matters, by Decision no. 28/2021. Prior to this decision, the doctrine was divided, a large part considering that the enumeration is limiting. However, the shareholders cannot eliminate, through the by-laws, one or mo...

By Decision no. 28/2021, the High Court of Cassation and Justice appears to have been created problems instead of resolving legal issues. Thus, in this paper we aimed to identify them rather than clarify them, and show that the release itself needs release. Keywords:

The merger of the companies involves a ”transfer of assets”. The first question is whether personal data is an element of assets. The merger of companies requires that at least the data of one of the companies, acting as operator, to be transferred to another. The second question concerns the steps that negotiation teams need to consider regarding personal data. In this respect, the company’s relations with its contractors will be evaluated, ...

Throughout history, there have been many discussions about the manner of State intervention in capitalist economies, namely pure liberalism (and non intervention of the State) or State interference, in order to harmonize particular interests with the general interest.Romania has adopted a series of measures regarding the economic, financial, and social consequences of the spread of COVID-19, including by granting a number of incentives, ...

Adoption and entry into force in 2014 of Law no. 85/2014 on insolvency prevention and insolvency procedures led to the modernization of insolvency legislation in Romania.The year 2020 has brought major global challenges, with the coronavirus pandemic causing unrest on all fronts, with significant effects on the global and national economy.Law no. 55/2020 aimed to provide some additional protection measures to companies in financia...

A debtor’s entering the insolvency proceedings has consequences in respect of the remedies available to it in order to recover its claims, pending before the substantive law courts or before the courts of arbitration. According to article 75 of Law No 85/2014, the litigation becomes concursual and its “transfer” to the syndic judge’s competence for settlement, depending on the trial stage is not optional, but mandatory, otherwise it incurs th...

The paper aims to highlight some controversial aspects of appointing of insolvency practitioners, briefly analyzing some of the interests of participants in insolvency proceedings that may lead to a diversion of the legal text to the detriment of the special principles of insolvency proceedings. In order to ensure the application of the law in their spirit, the role of the judge needs to become more important, including by resolving situations...

This study has been triggered by the cases encountered in the judicial practice and by their applied nature.The occurrence, at the Appeal Courts level, of diametral conflicting positionings in respect with the application and interpretation of the legal provisions regarding the voting exercise upon a reorganization plan, more specific the ones related to the acknowledgement and interpretation of the assumptions connected to the un-depri...

In 2020, the Companies Law was amended three times. Although not all of them are significant, the changes are likely to facilitate the creation and operation of companies. However, they are not sufficient to meet, on the one hand, the real needs of company partners in the decision-making process and, on the other hand, to solve law enforcement problems, which both theoreticians and practitioners have long time ago identifi ed in company law.

Practice and much of the doctrine present the document of merger or division as an authenticated one, which is a mistake. Firstly, the document is not the decision of the general assembly, and this, as negotium juris, is not a legal act but a sui generis act. Secondly, the document is the plan of merger or division, which is then subject to approval by the general assembly or assemblies. Unfortunately, the mistake is based on...