Through this study we aimed to conduct a historical and critical examination of the ways in which, both the Law no. 31/1990, with all its subsequent amendments, and Law no. 297/2004 referring to capital market, by reference to the European provisions, regulated the conditions and the procedures for exercising the voting rights at general meetings of shareholders, in general and, in particular of joint stock companies shareholders regardless of...

In the European Union, the imperative of the free movement of companies has determined significant transformations of national legislations. The impulse given by the ECJ’s case-law was completed by the European legislator interventions, intended to introduce modern and tailored solutions that meet the practical needs of operators. In the cross-border mergers area, the directive 2005/56/EC is trying to ensure the convergence of Member states’ l...

The literature has approached the issue of the transfer of business either from a fiscal perspective or when discussing the insolvency procedure, as method to restructure or capitalize the assets of the insolvent debtor or in terms of its connection to the rights of the employees from the transferred company.Therefore, we plan to conduct a comprehensive analysis of this juridical notion, in particular as regards its significance and sco...

The context in recent years, tailored by the distrust in financial-banking activities manifested by customers such are consumers, and by the existence in this field of a high number of ongoing disputes, has determined and justified the improvement of the legislation concerning the mechanisms of alternative and supplementary access to justice. Numerous alternative methods of dispute settlement can be identified in this respect, regardless of wh...

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 third part approaches the fraudulent bankruptcy crime. The active subject, although, de jure, not qualified, de facto is an executive within the debtor-legal person. Legal object is analyzed through the constitutive content of the infraction, which regulates three alternative ways of accomplis...

The European Commission has issued a series of recommendations on insolvency, outlining the guidelines that Member States should follow in their national legislation. In terms of individuals, the recommendations refers mainly to the harmonization of the debts discharge period, which should not exceed 3 years.By providing the benefit of debts discharge, the debtors are granted with a fresh start. Recently, Romania has adopted an insolvenc...

Law no. 151/2015 aims to protect only the vast majority of debtors – honest, but unlucky – which, placed under its protection, can get benefits – and share considerable benefits to creditors and society – consisting of their reintegration into the economic and social life. Therefore, the regulations about debtors’ behaviour, upon the entry, during and after the procedure, will isolate and exclude the debtors who expose themselves to...

This paper is addressing the implications of Romanian lawmaker’s choice timplement, in the New Civil Code, a new legal concept, the “professional”, term that encompasses the categories of traders, entrepreneurs and other persons that exercise economic or professional activities.

This article’s purpose is to perform a comparative analysis between the procedure of restructuring the legal persons as set by the old regulations before the new Civil Code, and the present procedure set by the latter – with the aim to identify and observe the common elements, as well as the particulars of the new regulation.The author also related to the provisions of some special regulations, in particular of Companies Law no. 31/...

The absence of express provisions in the Insolvency Law no. 85/2006 generated contradictory jurisprudence when applying both leasing agreements legislation and insolvency law. As of June 2014, the new Insolvency Law no. 85/2014 has modified the regime of financial leasing agreements in insolvency proceedings. The new law contains express provisions regarding: on going leasing agreements, contract termination and registration of receivables re...