Legal consequences of mergers and acquisitions

• Author: Amelia-Raluca Oni?or
• Position: PhD Candidate, Faculty of Law, 'Nicolae Titulescu' University of Bucharest (e-mail: amelia.busca@gmail.com).
• Pages: 18-31

LESIJ NO. XXIII, VOL. 2/2016

LEGAL CONSEQUENCES OF MERGERS AND ACQUISITIONS

Amelia-Raluca ONIOR*

Abstract

The research ana lyses the legal effects of mergers and acquisitions from the Romanian Company

Law perspective, underlining certain gener al principles, the procedure of annulment o f such a legal

transformation of companies a nd the pr otection of the employees of companies participating in the

merger accor ding to the Law no. 67/2006.

These consequences of mergers and acquisions are to be seen in the br oader light of the most

important pur pose of this legal instr ument, maximizing financial and or ganizational efficiencies, thus

legal certa inty is a desir able goal to be assumed by any merger regulation.

Keywords: mergers, acquisitions, lega l consequences of mergers, nullity.

1. Effects of merger and acquisitions

for the participating companies

1.1. General principles

Mergers and acquisitions is a legal

transaction involving the change of society

pact, a way of external reorganizing of the

companies, to bring together assets and

activities

1

.

With the completion of this operation,

certain legal effects which accompany these

types of statutory changes are produced.

The main legal consequence of such

operations is determined b y dissolution

without liquidation of the company which

ceases to exist. T he other legal effects of

mergers, expressly provided by article 250

paragraph (1) letter a)-c) of La w no.

31/1990, are ensuing and concern:

i) universal transmission or with

universală titleă ofă theă society’să assetsă

dissolved by the company or beneficiary

companies;

* PhD Candidate, Facultyă ofă Law,ă “Nicolaeă Titulescu”ă Universityă ofă Bucharestă (e-mail:

amelia.busca@gmail.com).

1

See Ioan Schiau, Titus Prescure, Legea Societilor comerciale nr. 31/1990. Analize i comentarii pe articole,

Ed. Hamangiu, 2007, p. 687. [The Law of Companies no. 31/1990. Analyzes and comments on articles], Hamangiu,

2007, p. 687.

Referring to the universal transmission

of assets, it must be emphasized that the

rights and obligations belonging to

companies which dissolve, are transmitted in

the conditions and safeguards

accompanying them at the time of the

operation. Although the transmission is done

on a contractual basis, p ursuant to the

judgment adopting the merger, it has also a

legal nature, by it s express consecration in

the provisions of article 238 paragraph (1) of

Law no. 31/1990.

The fact that the assets transmission is

universal and operates de jure, it determines

that the transfer of rights and contractual

obligations of the company dissolved in

favor of the acquiring or new company

formed, to be imposed automatically to

contractors, without any formality.

Enforceability of the principle of merger to

the latter, third parties of the legal op eration

of reorganization is due to the publicity

formalities required by law for the merger

procedure.