A részvénytársasági vezető tisztségviselő megbízásának megszűnése egy román jogegységi határozat tükrében
The Cessation of the Mandate of the Executive Officer in a Joint-Stock Company in the Light of a Romanian Court Decision for the Unification of Jurisprudence

Summary/Abstract: The legal relationship between the joint-stock company and its (chief) executive officer is based on the rules applicable to the contract of mandate, according to the Romanian Act on Companies. For this reason, the rules set forth in the case of contracts of mandate by the Romanian Civil Code (RCC) must be used with regard to the creation, the contents, and the cessation of the authority of the chief executive. Among its provisions pertinent to the cessation of this contract, inter alia, the RCC refers explicitly to the possibility that it may cease not only when the reasons provided for in the norms specifically regulating the contract of mandate subsist but also in the generally provided cases when the effects of contracts (as instruments) cease to exist. Such a general case is, e.g., the expiry of the duration of the contract. Regarding the authority of the executive officer, however, courts have interpreted the effects of the expiry of the duration of the contract divergently, wherefore the High Court of Cassation and Justice has set a unitary direction for interpretation by way of a decision for the unification of jurisprudence. The statements and conclusions contained in this decision are, in my view, subject to debate. In the following study, I provide a critical analysis of the statements and conclusions contained in the decision for the unification of jurisprudence based on the statutory provisions of the law currently in force.

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