The business environment has great expectations with regards to the Law No. 85/2014 regarding the procedures of prevention of insolvency and of insolvency, that promises to ensure an equilibrium between the interests of the creditors and those of debtors, and which, moreover, has as intrinsically scope that emphasis on preventive measures (although there are no new elements or „import” of any international practice on insolvency prevention). ...

This article offers an analysis of the investors’ protection in the context of public takeover bid, both from a legislative point of view and from the case law point of view, and also by including comparative law and EU law sections. The article covers voluntary and mandatory takeover bids, with a focus on the obligations of the Board of Directors, the anti-takeover methods developed in practice, and also on the price setting mechanism and th...

Legal regulation of the right of superficies mirrored throughout its history the need to meet specific needs in the area of housing. There were two causes for legal dedication lightly.On the one hand, the need for housing, which was long a social goal, and on the other hand, the rigidity of the legal status of the public domain, which did not allow the coexistence performance of several types of ownership.Legal consecration of sup...

The first part of the study aims to analyze the institution of trust and the property held in trust.Continuing the idea of the Roman-Germanic system, system which remain pervious only if the native elements do not afect its essence; we are not pleading for the efficiency of the trust’s and as a direct consequence, for its introduction in our law.This complex legal operation is an absolute novelty in the Romanian legal landscape, ev...

In addition to the classical vision of property, taken from the Napoleonic Code of 1804, the New Romanian Civil Code brings new elements of a postmodern nature, which are essential for understanding the concept in current society. The blending of principles specific to continental law (inspired by French, Italian, and Dutch law) with those of the Province of Quebec (of a mixed, continental nature with strong common law implications) creates a ...

Governed by its pragmatic and utilitarian feature due to the common-law system from which it originates, leasing has emerged as a need to provide an alternative loan award to provide at the same time the owner of the assets with the possibility to recover the property given to be used by the receiver where the latter no longer wishes, at the end of lease period, to continue any contractual relationship. But as the continentalist legal system do...

This article is mainly intended at discussing the possibility of claiming the vice of consent consisting of violence (threats) in the relations between professionals, as well as the analysis of the concept of economical violence and the conditions thereof. The article starts with a section presenting the regulation of the violence in the new Civil Code, then addressing the claim of violence as a vice of consent in between professionals and fin...

The coming into force of the new Romanian Civil Procedure Code, on February 15th 2013, has resulted in new rules on the civil trial with a foreign element, repealing the last remaining articles of Law no. 105/1992. This paper is the third of a series which aims to provide a general analisys of the new legal provisions, correlating them with the former regulation and relevant jurisprudence, as well as the European legislation with which it migh...

The board of directors and the managers of the company, for the companies managed in the unitary system, or the supervisory board and the manager, in the case of the companies managed in the dualist system, are organs of the stock company which, even though lack legal personality, hold the totality of management prerogatives of the company. They are characterized by the doctrine as collegial management organs of the stock company, ex...

The article presents the development of the institution of forced co-ownership in terms of disposal acts that co-owners may exert, since the adoption of the new Civil Code until present, including the Constitutional Court jurisprudence perspective. Mismatches in the correlation of certain legal texts of legislation governing this area are highlighted, before changes of the New Civil Code by Law nr. 60/2012 and after this change. Finally, regar...