Thought Articles

The Companies Law No. 31/1990, republished in 2004 and further amended and completed (‘the Companies Law’) and the Capital Market Law No. 297/2004, as further amended and completed (‘the Capital Market Law’), represent the primary sources of law relating to the corporate governance of listed companies in Romania. In addition, as an independent agency the securities regulator, the National Securities Commission (‘CNVM’) may issue legally binding regulations. Furthermore, Government Emergency Ordinance No. 109/2011 concerning the corporate governance of public enterprises (‘GEO No. 109/2011’) sets out specific statutory rules for the corporate governance of enterprises controlled by the Romanian state (a significant number of the targeted companies that are listed on the Romanian regulated markets or that are envisaged for listing in the near future).

Țuca Zbârcea & Asociații’s Structural Funds Department has contributed to the release of more than 1,000 pages containing the inspection authorities’ Notices of Findings on the application of financial corrections in the structural fund projects implemented by local administrative authorities over the last four years. Along with the Institute for Public Policies (IPP) and the Romanian Association of Municipalities, Țuca Zbârcea & Asociații has issued, for the first time in Romania, a systematic case law directory on local and county authorities’ management/control of EU funds.

Disputes in Romania are settled in court in the vast majority of cases, under procedures regulated mainly by the Civil Procedure Code (‘the CPC’). The CPC has undergone reform through Law No. 202/2010 (‘the Little Reform Law’), a law expressly designed to introduce elements of procedural celerity in advance of the new Civil Procedure Code, which is expected to replace the CPC entirely in July 2012. The commentary here takes into consideration the procedures as currently in force. A brief outline of the main amendments to be brought to the new Civil Procedure Code is included in Section VII, infra.

Year after year, Colliers team assembles and analyzes the most relevant market indicators, gives predictions and offers key-findings in order to support the decisions of businesses worldwide under Colliers 2013 Real Estate Market Overview report. In this 2013 edition, Țuca Zbârcea & Asociații is proud to have authored the Legal Issues section of the report. Our real estate team provided an overview of the new, simplified property registration procedures.

Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Dominance 2013, (published in December, 2012; contributing editors: Thomas Janssens and Thomas Wessely of Freshfields Bruckhaus Deringer). The abusive behaviour of dominant firms is prohibited by article 6 of the Romanian Competition Law No. 21/1996 (the RCL) and article 102 of the Treaty on the Functioning of the European Union (TFEU). The Romanian legislature states as primary objectives of the antitrust law the protection and growth of competition on the market and the support of consumers’ welfare.

Reproduced with permission from Law Business Research Ltd. This article was first published in The Corporate Governance Review, 2nd edition (published in May 2012 – editor Willem J L Calkoen). The Companies Law No. 31/1990, republished in 2004 and further amended and completed (‘the Companies Law’) and the Capital Market Law No. 297/2004, as further amended and completed (‘the Capital Market Law’), represent the primary sources of law relating to the corporate governance of listed companies in Romania. In addition, as an independent agency the securities regulator, the National Securities Commission (‘CNVM’) may issue legally binding regulations. At the end of 2011, in the context of the undertakings of the Romanian government in relation to the International Monetary Fund (‘the IMF’), Government Emergency Ordinance No. 109/2011 concerning the corporate governance of public enterprises (‘GEO No. 109/2011’) was passed. This legal enactment sets forth specific statutory rules for the corporate governance of enterprises controlled by the Romanian state (a significant number of the targeted companies that are listed on the Romanian regulated markets or that are envisaged for listing in the near future). The legislative activism in this field aims to increase corporate responsibility, including by imposing stricter appointment and remuneration conditions for the executives of these companies or additional protection measures for the minority shareholders.