Soarta mandatului de administrator în contextul cazului de excludere prevăzut de art. 222 alin. (1) lit. e) din Legea nr. 31/1990 – scurte aspecte teoretice şi practice
Director’s mandate status in case of the exclusion case regulated by article 222 alin. (1) e) of Law no 31/1990 – short theoretical and practical matters

Summary/Abstract: Even though the understanding between the Shareholders is a desiderate of the Companies regulated by Law no. 31/1990, there are real cases of corporate dispute, in which the common interests of the Shareholders disappear, intervening, not isolated, acts of corporate fraud. In case of corporate fraud, the law provides specific mechanisms, namely exclusion from the company, but with particular regard to the case of exclusion of the Shareholder who is also a Director who committed fraud or uses the company's signature or the share capital [art. 222 par. (1) letter d) from Law no. 31/1990], certain elements of interest were ignored. What the law did not foresee is the fate of the Director’s mandate whose exclusion is requested, in the context in which maintaining the exercise of the right of administration can have negative effects for the company. Therefore, we consider to be not only useful to look at the judicial measures that can be used in these cases, but we must turn our attention to common law judicial institutions, in the absence of express, special provisions in the matter, which turns out be the only way to resolve these matters. Of course, these procedural ways must be able to be applied in such situations, as they prove to be the only remedies available to save the corporate interest.

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