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Consequences for the Breach of Company Directors Duties. Perspective of the United States of America

Author(s): Erjola Aliaj,Edvana Tiri / Language(s): English / Publication Year: 0

Keywords: director; duties; breach; consequences; USA;

The company good management by its directors provides a high operational stability during the course of its activity, which consequently will find reflection in its profits. In this managing process, directors often have to face with situations, where the consequences of their actions cannot be clearly and unambiguously predicted, and decisions taken are risky. These decisions, in the best scenario, may generate profits but can also lead to unfavorable consequences for the commercial company itself and third parties involved in relations with this commercial company. To minimize these risks, the legislator have to clearly define the duties and responsibilities of the company directors. The latteris one of the legal instruments that serves to coordinate the interests of the directors with the interests of the corporation, its shareholders and third parties. In the present paper, through a legal assessment, special attention has been paid to the consequences for the breach of company directors’ duties in the US perspective, which are divided into three categories: responsibilities towards the corporation, shareholders and third parties. Due to the fact the jurispudence and specifically the courts of Delaware in the USA has played an important role in the resolution and interpretation of issues related to directors duties and responsabilities, which were not dealt with in detail in the legislation or corporate acts, this paper will be focused also in one of the most important institutes of American law- “business judgement rule”, which was created by the courts in defense of directors rights. The main aim of this paper is to analyze the US doctrine, legal provisions, which regulate the company directors’ responsibilities, as well as the court practice in this regard. Also, an important objective of this paper is that it may serve as an important basis for further comparative studies in this field with other jurisdictions. Such analysis is based on the qualitative method, which contains also the research, analytical, descriptive, interpretive methods. The result of this paper will stimulate debate in the academic level and contribute to further improvements of our company legislation, as well to the legal doctrine in Albania that lacks such.

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The Limited Liability Company from the Perspective of the Latest Legislative Changes in Romania

Author(s): Adriana Deac / Language(s): English / Publication Year: 0

Keywords: limited liability company; Law 31/1990; share capital; social shares; liability; the National Office of the Trade Register; associates;

The repeated and substantial modification of the Companies Law no. 31/1990 led us to analyze this normative act in more depth, the most important in the field of commercial law, we could say. It is obvious that the evolution of society, of the business environment, of the way of operating a company, imposed the latest changes in the company law. The present study aims to analyze only one of the associative forms regulated by this law, namely, the limited liability company, the most common type of company in Romanian and international practice. The paper will address these changes and will offer pertinent opinions regarding the practical and theoretical usefulness of the changes, will try to present a critical opinion regarding the latest changes made to the legal regime of the limited liability company. In carrying out the scientific approach, we will consider the legal provisions, as well as the new doctrine created up to this point in Romanian law. We will use appropriate methods of interpreting the provisions of Law no. 31/1990, respectively the grammatical, historical method, as well as the logical method, with the corresponding interpretation arguments.

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Economic Justifiability of Work on Sunday. Dilemmas and Suggestions

Author(s): Anton Petričević / Language(s): English / Publication Year: 0

Keywords: work on sunday; socioeconomic relations; psychological relations; family relationships; economic development;

This topic has been discussed intensively among scientists, workers, consumers, in church circles in the last 20 years. Mostly from the available research it can be seen that the Republic of Croatia is the country where most people want to have a non-working Sunday. At the same time, the question is whether all workers can protect themselves from work on Sundays. So, one part of workers has to work on Sundays. While in the Republic of Croatia we are only at the very beginning of solving this problem, many countries have already addressed this issue. The paper will show how the EU countries have resolved this issue. The EU trend is greater liberalization of work on Sundays. There are several hypotheses in this paper: Hypothesis 1 – work on Sunday is negatively related to the quality of health, Hypothesis 2 – work on Sunday is positively related with conflicts in family relationships. The research carried out in Eastern Slavonia on a representative sample and results obtained by on-line survey method, method of systematization, method of analysis and synthesis, historical method and comparative method should not only remain a dead letter on paper, but the competent institutions and professional public should create a legislative framework and apply the results in practice as a basis for the protection of workers.

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Consequences of Confirming the Restructuring Agreement in the Rescue Procedure

Author(s): Luiza Cristina Gavrilescu / Language(s): English / Publication Year: 0

Keywords: confirmation of restructuring agreement; insolvency prevention; debtor rescue; subsequent financing; debt write-of;

The restructuring agreement procedure is one of the latest mechanisms available to viable debtors to prevent insolvency. The agreement between the debtor and the creditors holding the claims affected by the plan is made through the restructuring administrator and is confirmed by the confirmation of the syndic judge. The modified receivables will be paid according to the agreement, the rest of the debts will be paid under previous contracts, but only after priority payment of subsequent financing. Outstanding contracts will continue to be executed during the implementation of the recovery plan. The debtor retains the right to manage his business but will have to restructure his activity according to the plan. The restructuring manager shall ensure that the measures set out in the plan are implemented. Amendments to the restructuring agreement may be ordered if the creditors' challenge is upheld. If the provisions of the plan are fulfilled, the procedure will be closed by decision of the syndic judge, the debtor's debts will be written off according to the agreement. In case of non-fulfillment of the provisions of the plan, the procedure ceases, but the claims terminated by the agreement will be reborn.

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Implementation of the Deposit-Return System, an Absolute First for Romania

Author(s): Elena Emilia Ștefan / Language(s): English / Publication Year: 0

Keywords: government decision; deposit-return system; packaging; responsibility; public authority;

Identifying legal instruments to involve citizens in voluntary environmental protection has always been on the agenda of public authorities. The world already has a packaging deposit-return system, which aims to reduce pollution. The pretext of our analysis is the fact that in the media a piece of news was published saying that, in our country, the deposit-return system will operate starting from the 30th of November 2023. This made us curious to analyse the applicable legal framework, using scientific research methods specific to law, so as to know as much as possible about the subject. Considering the novelty of this legal mechanism for our country, we believe that the proposed topic is extremely up-to-date and of general importance, as it will involve the whole of society, citizens, authorities and the business environment. The proposed objective of the study is to investigate the extent to which the deposit-return system for primary non-refillable packaging is effective in practice and can lead to a reduction in pollution through active community involvement. Following our analysis, we will emphasize the conclusion of our paper, namely that the subject matter of environmental protection must concern both the public and the private sectors, because life on this beautiful blue planet depends on our actions.

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Precautionary Measures to Protect the Debtor’s Estate from Insolvency Proceedings

Author(s): Rodica CHIRTOACĂ / Language(s): English / Publication Year: 0

Keywords: debtor estate; administrator; insolvency court; sealing; inventory; preservation; suspension; estate; dispose; assets; liabilities;

The concept of debt mass formation in the literature is not clearly defined. The content of this concept is usually revealed by analysing the algorithm of actions and measures of the insolvency court, the administrator/liquidator in order to form the debtor's estate. As the first basic stage, the formation of the debtor's estate is of great importance and of maximum interest to creditors. It is in fact the preparation for the subsequent implementation of bankruptcy proceedings, liquidation of the insolvent debtor or the establishment of the debtor's solvency. The aim of this paper is to carry out a complex theoretical and practical study of the peculiarities of measures to secure and protect the assets of the insolvent debtor. In order to achieve the proposed aim, the following objectives are envisaged: identification of the general considerations of the debtor's estate, the concept of protective measures, identification of the procedural phases of application of protective measures, the importance of preliminary protective measures. The following research methods have been used in the study comparative method will be used to observe and highlight the commonalities and differences (where they exist) between the international regulations of the institution of personal bankruptcy to show how the various particularities are reflected in practice on the beneficiary respectively the legal person. In the course of the research, we will use both the deductive and the inductive method in order to ensure, on the one hand, the achievement of the general objective of formulating new concepts and theories concerning the chosen legal institution and, on the other hand, the identification of problems of application of the normative provisions and of the gaps in the legislation. By means of the logical method used in the research I aimed to demonstrate that only by starting from existing principles can deductive reasoning be leveraged from the general to the particular or singular. The main research tools used to carry out the scientific approach were the scientific publications in the field of bankruptcy, the normative acts in force, the relevant judicial practice. The expected results automatically represent the fulfilment of the objectives and the answers to the research questions. Provisional measures taken by the insolvency court, administrator/liquidator are intended to prevent the insolvent debtor, during the course of the insolvency process, from destroying, disposing of assets or ineffective administration of assets. Their importance lies in the fact that by applying these measures the rights of the participants in the insolvency proceedings are protected.

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Modern Business with Ancient Tools or Warranty against Eviction in Roman Law and Its Inheritance in the French, German and Italian Civil Codes

Author(s): Sorin - Alexandru Vernea / Language(s): English / Publication Year: 0

Keywords: eviction; warranty; Roman law; comparative law; actio auctoritatis; actio empty;

Modern Civil codes are mostly based on Private Roman Law, and this relation can be seen especially in the regulation of contracts and torts. The aim of this paper is to highlight the essential elements of the vendor’s warranty against eviction by reference to the main sources of Roman Law, in order to search for its influence on contemporary civil law, in France, Germany and Italy. The analyze undertaken will use the comparative method, with direct reference to the Roman institutions that influenced contemporary legislation. This study is part of the author’s recurring interest regarding the warranty against eviction, and its main focus is on the definition of eviction alongside the object of the warranty. As a conclusion, the author identifies a slightly different approach concerning the concept of eviction, that explains the similar treatment both for the warranty against eviction and defects, found in current legislations.

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The Rental Contract in the HoReCa Field. Theoretical and Practical Aspects, Respectively Alternative Dispute Resolution Methods

Author(s): Ioana Nely Militaru,Laura Ramona Nae / Language(s): English / Publication Year: 0

Keywords: consumer tourists; tourist services and products; space rental; HoReCa; gambling facilities; ADR methods; European Union;

In a constantly evolving world, marked both by the recent impact of the pandemic and by technological progress, the increasingly diverse and growing demands of customers - tourists, consumers of services and products in the hospitality industry, especially in the HoReCa field, have generated new challenges. Professional marketers in the hospitality industry have responded to meet all these challenges by identifying innovative and viable solutions. In this context, in addition to the provision of accommodation services, they diversified the objective of using the available spaces within the hotels to offer consumer tourists, additional relaxation and leisure services, including casino gambling facilities. Also, in order to secure their business and to develop solid and continuous relationships with customers, they have introduced contractual clauses that facilitate the amicable resolution of any disputes between the parties, thus also benefiting from alternative dispute resolution methods (ADR). All these initiatives have been foreseen and developed with the aim of maintaining a professional and human balance in the relationship with clients and their collaborators, as well as to ensure a harmonious continuation of the efficiency, sustainability and professional ethics of all these relationships.

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Trafficking in Human Beings. Peculiarities of Criminal Legal Characteristics

Author(s): Aurel Octavian Pasat / Language(s): English / Publication Year: 0

Keywords: crime; human trafficking; organized crime; human exploitation; recruitment;

This article is dedicated to human trafficking as one of the most dangerous and highly profitable forms of international organized crime. The study examines the process of the international community's fight against such an international crime, analyzes the international legal acts aimed at suppressing this crime. The legislation in force in Romania is researched, concepts such as "human trafficking", "human exploitation", "recruitment", "transportation", as well as certain features of the criminal law and the forensic characteristics of the analyzed crime, are revealed, which features of this crime must be taken into account, the importance of human trafficking investigations.

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The Right to Defence, an Indispensable Right for the Rule of Law

Author(s): Carmen Silvia Paraschiv / Language(s): English / Publication Year: 0

Keywords: right to defense; fair trial; right to information; presumption of innocence; procedural guarantees;

The right to defense is a principle enshrined since Roman law, being considered a minimum requirement and a necessary guarantee to realize the defense of the fundamental rights and freedoms of any party in a process. According to Roman law2 , the advocatus (lawyer) "was not a representative in court, because he did not participate in the process in place of the party, but alongside the party supporting it through the legal knowledge he had. The lawyers' services were free. Women could not practice law." At the same time, referring to the application of the right to defense in Romanian law, "the trial took place in a building, in the presence of the magistrate, the parties, the lawyers and some court officials."3 We thus observe the importance of this principle since ancient times, no person could be tried without the presence of a defender, not even the slave. The study aims to carry out a detailed analysis, both from a theoretical and a practical point of view, of the right to defence, based on the implications of domestic law, but also the provisions of international treaties on human rights and the jurisprudence of the ECHR.

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Restorative Justice between the Need to Bring to Justice Those Guilty of Committing International Crimes and Conventional Crimes and the Implementation of the National Reconciliation Process

Author(s): Ionuț – Gabriel Dulcinatu / Language(s): English / Publication Year: 0

Keywords: victim; crime; international criminal responsibility; international justice; international criminal procedures; restorative justice; human rights;

When a deed is committed, the civil society of which the perpetrator is a part, considers it reprehensible, considering the relation of the deed to that society's own value system. Since by the effect of committing such an act in society, another person has been injured in his physical being or in his property, who will have to bear the consequences of this injury? This is the essential issue of liability. The reprehensible social judgment of value will manifest itself in the form of a statement of public opinion in which the objectionable object is precisely the reprehensible. The conduct of the public - the subject of the respective opinion - which expresses itself reprehensibly will be one of rejection of the reprehensible, rejection manifested in various forms, with the times and places2 The progress made in the last century by public international law, in terms of the field of criminalization of criminal acts, unfortunately did not lead to great corresponding achievements, along the lines of the creation and promotion of international legal institutions that value the norms of law in force. In the absence of such criminal jurisdiction, the sanctioning of international crimes continues to be achievable, with some limited and conjunctural exceptions in a national framework, by the criminal courts of each state3 . By acceding to international treaties of international humanitarian law, states undertake to respect them in good faith. Moreover, international conventions only specify serious crimes, indicating them expressly (see: the Geneva Conventions of 1949 - art. 49 of Convention 1; art. 50 of Convention II; art. 105-108 and 129 of the III Convention and art. 146 of the IV Convention; Additional Protocol I of this convention, concluded in 1977 - art. 85 paragraph 1, as well as the Geneva Convention of 1954 for the protection of property cultural in case of armed conflict - art. 28; genocide - art. V of the 1948 Convention; terrorism - art. 1 of the 1937 Convention; drug trafficking - art. 36 of the Single Convention on Narcotic Drugs of 1961) and recommends that states establish the only punishments for these serious crimes, the courts competent to judge them, as well as the qualification of other acts contrary to international humanitarian law as actions or crimes and the manner of their criminal and disciplinary sanctions4 . So, are the victims of armed conflicts entitled to benefit from the reparation of the damage suffered, from the states? If so, under what conditions and through what mechanisms can victims benefit from these rights? Recent developments in international law have made answering this question increasingly difficult as different approaches have developed to determine the nature of the obligation to provide reparations to war victims. The emergence of international human rights law led to placing the individual in a bivalent position, namely as a rights holder, without being fully recognized as subjects. States have often proved to be neither the only nor the best guarantors of the rights of their citizens. However, international law recognizes the rights of individuals and has established mechanisms for their direct exercise, without mediation by the individual's state. However, these rights and mechanisms are governed by different legal frameworks of a universal and regional nature, the application of which also depends on how national law recognizes these rights, which makes it difficult to determine the secondary obligations arising from the breach of the obligations arising from human rights.

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Certain Legal Aspects of Family Businesses in Hungary

Author(s): János DÚL / Language(s): English / Publication Year: 0

Keywords: family business; family firm; family enterprise; civil law; business law;

The aim of the paper is to examine some of the issues related to family businesses in Hungary. Family businesses are a popular topic in both international and domestic economic literature, but the legal aspects have been less studied, and there has been no legislation or legal definition in Hungary. The study was primarily based on the relevant literature, together with the relevant legal sources. My main insight is that the various factors identified in the economics literature, which have been used in research, also serve as a valuable basis for the law, but it is important to place these factors in the appropriate civil law context. This is what this paper attempt to do, by providing a comprehensive concept that could also serve as a starting point for legislation.

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Coercive Administrative Measures Applied in Financial Legal Relations According to Bulgarian Legislation

Author(s): Antoniya METODIEVA / Language(s): English / Publication Year: 0

Keywords: coercive administrative measures; legality; money laundering; financial legislation;

The report examines the enforced administrative measures applied in financial legal relations according to Bulgarian legislation. The enforced administrative measures are considered as a form of state coercion for the fulfillment of obligations arising from financial legal norms and the principles they should be based on. A definition of enforced administrative measures according to Bulgarian legislation is provided. The principles of legality, proportionality, restrictive interpretation of the substantive legal provisions in their application, and actions of the administrative body in conditions of bound competence are examined. The main role of these measures in preventing, stopping, or removing the harmful consequences of administrative violations is analyzed, as well as their specific goal of eliminating the administrative violation and its consequences, rather than sanctioning the violator, and their effect over time. The specific enforced administrative measures that are legislatively regulated in Bulgarian financial laws, such as the sealing of a commercial establishment and others, the supervisory measures imposed by the Bulgarian National Bank, the deadlines for their judicial contestation, and the competent court before which the complaint is filed, are studied. The enforced administrative measures in money laundering, such as measures for the prevention of the financial system, are considered. Current judicial practice of Bulgarian courts in contesting enforced administrative measures through judicial proceedings is cited.

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The “Criminal” Nature of the Measure of Suspension of the Operating Authorization of a Legal Person as a Tax Warehouse

Author(s): Anca-Lelia Lorincz / Language(s): English / Publication Year: 0

Keywords: criminal liability of the legal person; the general excise duty regime; tax warehouse; the primacy of European Union law; presumption of innocence;

The issue of liability of the legal person, in the context of discussing the "challenges of business law in the third millennium", gives us the opportunity to address some aspects regarding the qualification as "criminal sanctions" of some administrative measures taken in fiscal terms. Using, as research methods, documentation, interpretation and comparative scientific analysis, the present study brings to attention the need to continue the process of harmonizing national legislation with European Union law, with a view to the uniform application of a general regime of excise duties. Starting from a recent decision of the Court of Justice of the European Union (Judgement of 23 March 2023) regarding two preliminary questions formulated by a Romanian court, and considering the fact that the phrase "in criminal matters" has a wider meaning in Union law compared to the one in the Romanian legislation, this paper also concludes with a concrete legislative amendment proposal to avoid the risk of violating, in certain situations, the principle of the presumption of innocence against the legal person that functions as a tax warehouse.

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Tax Evasion - Between Legality and Crime

Author(s): Oana Elena Bran / Language(s): English / Publication Year: 0

Keywords: tax evasion; taxation; crime; economic crimes;

Tax evasion is an economic-social phenomenon of great scope and interest, located at the crossroads between the economic and legal fields, which many states face and which has become a topic debated more and more often in practice, considering the extension of this phenomenon to all types of companies. Historically, tax evasion has existed since the first tax regulations. To understand this phenomenon, it is necessary to know its causes. Thus, among the most controversial causes of tax evasion are: the way tax legislation is designed and applied, the low level of tax education, the lack of effective controls, the lack of staff training, etc.

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Cumulation of Disciplinary Liability with Other Forms of Legal Liability

Author(s): Mihaela-Emilia Marica / Language(s): English / Publication Year: 0

Keywords: disciplinary liability; work discipline; disciplinary misconduct; disciplinary sanction;

In order to provide a better legal understanding of how other forms of legal liability collide with disciplinary liability - a form of liability specific to labour law - this article will examine, on the one hand, the specifics of domestic regulations on the possibility of combining the employee's disciplinary liability with other legal forms of liability, and on the other hand, the evolution of case law in the field of disciplinary liability which, as we shall show, profoundly influences the way in which legal texts are interpreted and applied.

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Changing Circumstances and the Crisis of International Law. The Rebus Sic Stantibus and Its Use in Legal, Political and Contemporary History

Author(s): Nathaniel Boyd / Language(s): English / Publication Year: 0

Keywords: rebus sic stantibus; international law; politics; crises; treaties;

In the current era of overlapping crises, we are discovering new vulnerabilities in international law. 'Rebus sic stantibus' is the principle that treaties and agreements can be revised or annulled when significant changes in circumstances occur, thereby undermining the stability and predictability of international relations. By analysing legal, political and contemporary history, the article explores how this principle has been used and interpreted in different contexts. It examines relevant case studies that highlight the application or rejection of this principle in the face of political crises and significant changes in the international landscape. Discussions on the authority and effectiveness of international law in the face of current challenges are also relevant, and possible directions for future development of this concept are suggested.

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The Role of Artificial Intelligence in the Digital Banking System

Author(s): Daniela Duță,Isabelle Oprea / Language(s): English / Publication Year: 0

Keywords: financial-banking system; artificial intelligence; digital bank; algorithms;

This paperwork follows the role and impact of artificial intelligence (AI) in the financial-banking system. By analyzing systems that use AI in business relationship initiation, decision-making processes, analytics, risk management, cyber security and customer experience, AI technology is considered to have revolutionized the way banks operate. It also discusses the advantages, disadvantages and challenges associated with the implementation of AI in the banking industry, as well as the future prospects of this field in the context of the continuous development of technology. The paper emphasizes the importance of effective adaptation to this technological evolution to ensure competitiveness and customer satisfaction in the current financial banking environment.

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Possibilities for the Use of Artificial Intelligence in the Activities of the Judiciary

Author(s): Diana Dimitrova,Darina Dimitrova / Language(s): English / Publication Year: 0

Keywords: judiciary; court proceedings; digitalization; artificial intelligence;

The implementation of artificial intelligence (AI) in various parts of the workforce is already a fact, but the impact of technology is in all areas of public life. Digitalization not only affects economic processes, it also leads to a transformation in the sphere of judicial proceedings. In Bulgaria, as part of the European Union, the digitalization of the judicial system is based on acts of the European Parliament transposed into national legislation. The aim of this paper is to examinate current issues related to various possibilities of using AI in the activities of the judiciary and to discuss the results. In order to realize the set goal, the authors use the traditional methods of legal research - induction, deduction, normative and comparative analysis. On the basis of the study conclusions are drawn about the need for improvement of the legal framework, need of professional knowledge in the field of information technology of the employees in the judiciary. The present study was developed in the framework of the national scientific project NPI № 57 of 2022 on the topic "Legal Relations and Status of Persons in the Judiciary in the Conditions of Digitalization".

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Double-Edged Sword of Lapse of Arbitral Award as a Ground for Annulment

Author(s): Sofia Cozac / Language(s): English / Publication Year: 0

Keywords: lapse of the arbitral award; arbitration; arbitration rules; Romanian Code of Civil Procedure; annulment of the arbitral award;

Raising the exception of the lapse of the arbitral award (caducitate) in the arbitration proceedings has certain implications and effects. What expectations we should have when invoking the lapse of the arbitral award within the arbitration proceedings and how this can be successfully invoked in a claim to set aside an arbitral award, will be considered in the following article. Furthermore, the analysis of the relevant case law on the subject matter will help us understand this institution and to use it properly.

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