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...

The evolution of the insolvency legislation in Romania has led to a privileged legal regime regarding creditors with current claims, they have rights and additional protection in order to recover the claims. The holders of this type of claims have priority over payment and do not enter into competition with the creditors with claims prior to the opening of the insolvency procedure, being able to request, under certain conditions, the opening o...

The article analyzes the different way in which the Romanian courts, courts and courts of appeal, vested with the judging of the appeals against the measures of the administrator/judicial liquidator regarding the procedures of valorisation of the assets in the insolvency procedure, have solved these types of cases. Until a disassociation of this problem of law realized, according to art. 519-521 of Code of Civil Procedure, by the High Court o...

The administrator’s loyalty obligation raises a number of problems when the company he manages is part of a group of companies. Who is the beneficiary of the loyalty obligation or to whom does the administrator owe loyalty? What interest should this pursue: the interest of the company or the group? What is the content and extent of his loyalty obligation? Does it extend to business opportunities or not? The lack of legal personality of the grou...

Actions for the annulment of decisions taken by the general assembly of shareholders have been traditionally regarded as non-arbitrable in Romania.This author believes that, in the light of the provisions of the new Code of Civil Procedure, and of international developments in this area, such matters are capable of being submitted to settlement by arbitration.

The Directive regarding the restructuring and insolvency is intended to set out some business recovery proceedings based on an out-of-court reorganization plan. The business recovery plan represents the core element around which the architecture of any restructuring shall be shaped. The manner in which such a plan is intended to operate at the time the claims satisfaction percentage and modality are submitted to examination, translates in fact...

The amendments to the Insolvency Law brought by GEO 88/2018 destabilized this field and affected the very reason of the insolvency procedure transforming it from a purely collective procedure, into a procedure that allows the individual recovery of the receivables of the tax creditors through individual enforcements.The wave of enforcements initiated under this ordinance has entailed a series of practical problems and questions left una...