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.

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