Corporate covenants - clauses, covenants, agreements between companies association in regulating the new Civil Code

38,53 Lei   28,13 Lei

ISBN: 978-606-591-288-5

DOI: 10.5682/978-606-591-288-5

Publisher year: 2012

Edition: II

Pages: 264

Publisher: Editura Universitară

Author: Daniel-Mihail Sandru

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The work will occur on 18 January 2012.

Orders placed until 31 January 2012 will receive a discount of 50% of the selling price of the paper, respectively 20 ron.


Second Edition of this volume was necessary on the one hand because technically the first edition was exhausted and on the other hand, in substance, the work had to be amended in part - by the addition of relevant case law and following legislative changes. This volume examines corporate covenants in terms of applying the provisions of the New Civil Code (NCC).

Corporate covenants seem to be a recent practice in our country, on the one hand because there was no reality in this respect, and on the other hand, because large companies have used procedures filialelele parent companies, so that they were notundergo an extensive research. Corporate covenants, ie the set of agreements and clauses that associations and lay down between them, not the subject of a dispute the importance of the land, and especially of their field: in short we believe that all these agreements are pacts that make up the agreement the willingness of partners / shareholders (who are not decisions of the General Assembly) and within the general framework of company law, contract and private law rules.

Need pacts between partners is given the diversity of legal relations and economic-financial, need to find concrete solutions to business relations between associations individualize companies, during the past model companies - professionals and their advisers (lawyers / solicitors) noticed that a society must adapt to as constitutive acts and configure as coherent economic report of power between companies. A memorandum governing relations between members, as would be done thoroughly and carefully as possible would have covered all situations can not predetermine the behavior of shareholders.

Advantage pacts between shareholders is given by their flexibility, in principle, there are special requirements for their valid form for completion. But there is, moreover, an argument of temporal order: fill in at any time the law and articles of association (also a law of parties / shareholders), so will the last minute of shareholders to determine significant changes during the operation of society and without recourse to cumbersome means - such as convening the general meeting.

Another advantage is the consistency of agreements between shareholders and relevant. The establishment of appropriate clauses, associations can play an important role in achieving justice, drastically reducing the remaining ambiguities in the law (which, by its nature, is general in nature, interpretable), giving the judge a straightforward way to interpret the will will read them and not just the effect of laws.

Romania is a state legislative instability is recognized, company law was amended in appearance, significantly more than 10 times. Corporate pacts are a stabilizing factor, obviously not legal, but with the same effects, at least in areas where associations can have in their control. Negotiation begins with knowing the limits!"Covenants corporate" is a book about boundaries and innovation in companies.

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  • Pacte societare - Clauze, pacte, intelegeri intre asociatii societatilor comerciale in reglementarea Noului Cod Civil

Daniel-Mihail Sandru

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