Scholarly record

JOINT STOCK MANAGEMENT IN ROMANIAN LAW. ON THE LIABILITY OF DIRECTORS

Cristina Cojocaru

Abstract

The Romanian Civil Code entered into force in 2011 has stipulated, inter alia, a unified regulation of the private law, in line with the similar provisions of European law. Although it represents the common law in matters related to companies, the legal provisions governing in detail the companies are found in the Companies Law. Thus, these provisions lay down the types of companies, as well as their functioning and management. The joint stock company may be managed differently, either in the unitary system or the dualist management system. In the unitary system the management is ensured by one or more directors, thus forming a Board of Directors, with the possibility of delegating some management powers to the managers of the company. In the dualist system, the management has two levels of competence, namely the directorate and supervisory board, in which case there is a complete separation of control powers from the executive ones. However, regardless of the management form, the competences and the responsibility of those who control the day-to-day activity of the joint-stock company are regulated in detail by the law. The article aims to analyze, not exhaustively, relevant aspects in this matter, emphasizing their practical importance by referring also to decisions of the courts.

Publication details

Back to publication list