The acquisition by a joint-stock company of its own shares, also known as share buy-back, is permitted under Romanian law, as provided by Articles 103 – 109 of the Companies Law no. 31/1990 (“Companies Law”). The operation is, however, limited by certain conditions, based on reasons such as the goal to avoid speculation by the company on the price of its own shares or the difficulty to accept that the company can be, at the same time, a shareholder (being thus both debtor and creditor)[1].

The way in which resolutions are adopted in limited liability companies (“LLC”) with a sole shareholder who is a legal person, has given rise, in practice, to contradictory views, underscoring several relevant legal aspects. We will explore below some of these aspects.

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

NNDKP Environment Flash No. 10/2024:

ONV LAW has advised Aveuro International on the acquisition of Bluehouse Investitii for approximately EUR 8 million. NNDKP advised the sellers.

Startups are newly established companies usually founded by entrepreneurs who develop a product, service, or business model with the aim of solving a specific problem or addressing a gap in the market. These companies usually start with limited revenue, and they are looking after angel investors, venture capitalists or especially allocated funds for startups.

We have begun our analysis of how to calculate the five-calendar day period specified in Art. 10 para. (7) of the Emergency Ordinance 120/2021 on the management, operation and implementation of the national e-invoicing system RO e-Factura[1] (“GEO 120/2021”) in the context of the Ministry of Finance’s LinkedIn post of August 2024, namely:

The exclusion of shareholders has been seen over the years as a specific procedure aimed at safeguarding companies, in case of a serious breach of the legal and contractual obligations of the shareholders or in case of events with legal effects on some shareholders – resulting in the loss of the “unanimous” consent expressed as affectio societatis (consisting in the shareholders’ intention to cooperate in running the business to achieve and share the benefits).

As a preliminary overview, as of January 2023, applications for cancellation on absolute and relative grounds, as well as for revocation due to non-use of national trademarks and international trademarks designating Romania, can be brought before the Romanian State Office for Inventions and Trademarks (the “IPO”).

Romania’s economic landscape has shown both growth and resilience this year, driven mostly by public and private investments and domestic consumption. Popovici Nitu Stoica & Asociatii Managing Partner Florian Nitu, Nestor Nestor Diculescu Kingston Petersen Partner Gabriela Cacerea, and Tuca, Zbarcea & Asociatii Managing Partner Gabriel Zbarcea report on the pulse of the Romanian economy, focusing on key sectors, such as infrastructure, energy, IT, and automotive, that are leading this growth despite challenges like inflation, labor shortages, and geopolitical uncertainties.

Nestor Nestor Diculescu Kingston Petersen has advised Aaylex One on a EUR 20 million loan facility granted by a syndicate of banks.

Nestor Nestor Diculescu Kingston Petersen has advised Globant on the merger of its subsidiaries Pentalog Romania S.R.L. and Pentalog HR Romania S.R.L.

On 17 May 2024, Law No. 127/2024 for the approval of Government Emergency Ordinance No. 5/2015 on Waste Electrical and Electronic Equipment (Law No. 127/2024) entered into force, after a laborious journey marked by extensive debates and negotiations, thus finalizing a legislative process that began in 2015.

Nestor Nestor Diculescu Kingston Petersen and Dorda, working with Heuking and Wenger Vieli, have advised Inner Mongolia Mengtai Group on the acquisition of the Alu Menziken Group from Montana Aerospace.

The Government Decision no. 598/2024 for establishing the minimum gross base salary at national level was published on June 6, 2024, in the Official Gazette Part I no. 529.

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

Nestor Nestor Diculescu Kingston Petersen has advised CTP on its acquisition of a Romanian logistics portfolio fully owned by Globalworth. Kinstellar advised the seller.

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.