Some aspects concerning the reorganization of companies within the context of the legal regulation in force

Author:Ana Maria Lupulescu
Position:Bucharest University of Economic Studies, Law Department
Pages:60-68
SUMMARY

The merger, division and separation of companies, within the meaning of Law no. 31/1190 republished, represent from a juridical point of view ways of reorganizing the companies with legal personality, through which there are accomplished, in an economic perspective, a number of strategic options for restructuring, rationalization of internal organization of the participating entities, the... (see full summary)

 
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Some aspects concerning the reorganization of companies
within the context of the legal regulation in force
Lecturer Ana-Maria LUPULESCU
1
Abstract
The merger, division and separation of companies, within the meaning of Law
no. 31/1190 repu blished, represent from a juridical point of view ways of reorganizing the
companies with legal personality, through which there are accomplished, in an economic
perspective, a number of strategic options for restructuring, rationalization of internal
organization of the participating entities, the co ncentration of activities and capital in
order to better respond to economic realities. Aware of the importan ce of these operations,
the legislator has been working constantly to create a coherent legal framework adequate
to achieve them, by simplifying the applicable procedure and eliminating any obstacles or
constraints, at least of a legislative nature.
Equally, given that companies go verned by Law no. 31/1990 republished are legal
persons, the juridical regime applicable to mergers, divisions and separations involving
these companies has to be defined and interpreted in the broader context of the general
regulation applicable to the reorganization of legal persons, as it is contained in the new
Civil Code.
Keywords: companies, reorganization, merger, division, separation
JEL Classification: K22
1. Introduction
Although by the adoption of the new Civil Code
2
, the Romanian legislator
has intended to accomplish the unification of private law, in company field it
contains only the general regulation applicable to all companies, while maintaining,
outside the Civil Code, the special legislation applicable to different categories of
companies with legal personality. It is mainly the case of legal provisions
contained in the Companies Law no. 31/1990
3
. This objectionable legislative
option that does not take into account the example of other modern legislations of
monist approach, such as the Italian system of law, creates a number of difficulties
both to the interpreter and the practitioner regarding the necessary relations and
correlations which must exist between the general rules applicable to companies
and the special regulation. Equally, within Title IV - The legal person of Book I
About persons, the Civil Code regulates the legal person and these legal provisions
1
Ana-Maria Lupulescu Bucharest University of Economic Studies, Law Department,
anamarialupulescu@yahoo.com
2
Law no. 287/2009, republished in the Official Gazette of Romania, Part I, no. 505/15.07.2011.
3
Republished in the Official Gazette of Romania, Part I, no. 1066/17.11.2004.

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