The arbitrability of the corporate litigations is, in principle, possible, especially after passing the new Civil Procedure Code (Article 542), which eliminated the condition of the pecuniary nature of the dispute. Norm of Article 63 of Companies Law no. 31/1990 does not establish an exclusive competence of the courts of law but a material and territorial one within their general competence. In addition, Article 132 paragraph (2) and fol...

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, on...

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. Keywo...

Withdrawal and expulsion have effects not only over one’s position as a member of a company, by ceasing the membership, but also over the net assets of the issuer of the respective shares, own by the withdrawn or expelled member. These are acquired by the issuer, which either cancel them, either keep them as treasury.Due to the fact that members’corporate claims are satisfied over the very issuer, the question raised is the prote...

Since the activity of the company depends on the conduct of the associates and the manner in which they perform their statutory and legal duties, Law no. 31/1990 regulated the exclusion of the associates under certain circumstances for the purpose of protecting the company, but also the interests of the associates.Exclusion is a sanction against the associate who does not perform certain duties or causes a certain prejudice to the...