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Examen al practicii judiciare în materia atragerii răspunderii organelor de conducere ale debitoarei aflate în încetare de plăţi. Atragerea răspunderii administratorului în condiţiile art. 169 alin. (1) lit. d) din Legea nr. 85/2014

Author(s): Dumitru Dobrev / Language(s): Romanian Publication Year: 0

The cases under analysis are presented from two argumentation perspectives, a major one and a minor one, both leading (with regard to the same factual situation) to contrary solutions: admitting or dismissing the action for the liability of the administrator and/or other managers for the debtor’s stopping payments. Also presented are the efforts of the High Court of Cassation and Justice to unify jurisprudence in the field of this very common action in insolvency proceedings.

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Regimul legal al dobânzilor în dreptul profesioniștilor-comercianți

Author(s): Dumitru Văduva / Language(s): Romanian Publication Year: 0

Civil liability is a source of obligations. This has a common regime in principle, with differences only in detail between tortious and contractual liability. The obligation to pay a sum of money generally originates in the contract but may also be owed under a court decision, for example, as damages for a damage caused by a tort. The delay in the execution of the obligation to pay the amount of money gives rise to a new obligation, that of default damages, representing the damage caused by the delay in payment. The delay in the payment of monetary obligations has a higher cost for the debtor of the professional creditor in relation to that owed to the non-professional creditor. The difference in the cost of the delay owed by the debtor in the two scenarios is dictated by the rate of percentage points that are added to the legal interest rate, which is the monetary policy interest rate of the National Bank of Romania.

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Societatea comercială în lumina noilor modificări ale reglementărilor societare

Author(s): Dragos Daghie / Language(s): Romanian Publication Year: 0

Starting from year 2011 and until now, the companies regarding the commercial activity, the main actors of the trade, have undergone numerous transformations from a legislative point of view, changes that occurred as a result of the need to refresh the private regulations but also of the current desires of the society. Thus, starting with the New Civil Code, the New Code of Civil Procedure and ending with Law no. 265/2022 regarding the trade register and for the modification and completion of other normative acts affecting the registration in the trade register, Companies Law no. 31/1990 received no less than thirteen changes to its structure, its architecture being substantially modified in some places and the philosophy that was in mind at the time of its adoption being totally changed.

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ПОНЯТИЕТО „ДРУЖЕСТВО“ ПО СМИСЪЛА НА ЧЛ. 54 ДФЕС

Author(s): Alexander Nikolov / Language(s): Bulgarian Publication Year: 0

Taking into account the fact that freedom of establishment is a cornerstone of the internal market, and companies are the main participants in it, whose activities often extend beyond national borders, it is understandable why the term „company“, used in Art. 54 of the TFEU, needs theoretical consideration. The question whether or not there is a company is a preliminary regarding the access to the proclaimed in Art. 49 of the TFEU rights. The article focuses on the specifics of the term „company“ in the context of Art. 54 of the TFEU.

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Относно някои проблеми на предсрочната изискуемост по договор за банков кредит в гражданския процес

Author(s): Ivaylo Toskov / Language(s): Bulgarian Publication Year: 0

The report looks into ongoing issues in legal theory and court practice, related to acceleration clauses in bank loan contracts. Main concepts such as the importance of due date in contract as well as the creditor’s right to demand performance before its occurrence, in art. 71 of the Contracts and Obligations Act, as well as art. 432 of the Commercial Act and art. 60, par. 2 of the Credit Institutions Act. The report also considers the court practice that was formed after the ruling of the Supreme Court of Cassation’s Commercial and Civil Chambers’ Interpretative Decision № 4 of 2013, and some legislative interferences.

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In-house възлагане съгласно закона за обществените поръчки

Author(s): Tsvetoluba Vaseva / Language(s): Bulgarian Publication Year: 0

This article aims to present an analysis of one of the exceptions in the Public Procurement Act, which is a source of controversy in both theory and practice. This exception is, by its nature, an option for the direct award of contracts without public procurement to legal entities controlled by the contracting authority, related and joint ventures. These hypotheses are known in theory and practice as internal or “In-House” assignment, and are the subject of debate both in public space and in the object of control of the bodies under Art. 238 of the Public Procurement Act.

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Правна рамка на платежните услуги в България

Author(s): Aglika Kaneva / Language(s): Bulgarian Publication Year: 0

In the paper, the activity of companies providing payment services has been presented. The normative documents have been indicated through which payment transactions are regulated in Bulgaria. The European statutory documents regulating the payment process have been reviewed.

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Способства или затруднява свободното движение на хора и услуги в Европейския съюз правната уредба, въведена с директива 96/71/EO и транспонирана в чл. 121а от Кодекса на труда?

Author(s): Mileslava Bogdanova-Misheva / Language(s): Bulgarian Publication Year: 0

Does the Legal framework of the posting in the framework of provision of services – Directive 96/71/EC and the Bulgarian implementing legal act – facilitate or impede the free movement of people and services?

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Правна рамка за решенията на Единния надзорен механизъм

Author(s): Milena Pesheva / Language(s): Bulgarian Publication Year: 0

This report explains the structure and functioning of the banking union by analyzing in detail the legal framework of the three pillars of the banking union and their specific characteristics. The report places particular emphasis on the Single Supervisory Mechanism, which represents the first pillar of the banking union, and on the specific framework under which the Single Supervisory Mechanism takes its decisions. In this regard, the management structure of the bodies of the European Central Bank and their functions are analyzed.

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Понятие за данък при източника

Author(s): Stoycho Dulevski / Language(s): Bulgarian Publication Year: 0

Withholding tax exists in the Bulgarian tax law. This determines the necessity for both its theoretical and practical analysis. In this regard, one of the initial and fundamental issues is what it actually constitutes and, in particular, whether there is an objective perception of its legal characteristics. The current paper will outline its main features through the prism of the common perception of „tax“.

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Някои въпроси за данъка върху доходите от разпореждане с дружествени дялове или акции от чуждестранни физически лица по ЗДДФЛ

Author(s): Tyurker Mollahasan / Language(s): Bulgarian Publication Year: 0

The report analyzes the capital gain tax under Art. 37, para. 1, item 12 of the PITA on the incomes of the foreign individuals from disposal of company shares or stocks, issued by Bulgarian legal entities in comparative aspect with the tax under Art. 33, para. 3 of the PITA on the income of local individuals from disposal of company shares or stocks.

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Публично и частно право. Избрани ракурси

Author(s): Lyuben Karanikolov / Language(s): Bulgarian Publication Year: 0

This work explores various aspects of public and private law.

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Приложимост на основанията за унищожаемост спрямо мълчанието като проява на воля при сключване на търговски сделки

Author(s): Aneta Antonova / Language(s): Bulgarian Publication Year: 0

In the Bulgarian Civil Law doctrine, the issue of inaction as a form of expression of will has not been analyzed thoroughly, including in general courses in Commercial Law reviewing invalidation of commercial transactions, primarily in regard to the inapplicability of Art. 27 of the Obligations and Contracts Act to commercial transactions between merchants regarding invalidation of contracts on the ground of utmost necessity and manifestly unfavorable terms. The present paper focuses on the articles of the Bulgarian Commerce Act that treat silence as equal to expression of will to give rise to legal consequences. The paper analyses the applicability of the grounds for invalidation in relation to the legal fiction for expression of will by merchants in commercial transactions. The paper also recommends the creation of a special legal rule regarding fraud in commercial transactions in light of determining the criteria for which actions misleading the merchant and misrepresenting facts and legal consequences of the transaction.

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Съществена непредвидима промяна в обстоятелствата и отражението ѝ върху договор за обществена поръчка

Author(s): Zahary Tormanov / Language(s): Bulgarian Publication Year: 0

The report examines some of the legislative possibilities for modification to a public procurement contract. The actual composition of a change to a public procurement contract in the hypothesis of Art. Art. 116, para. 1, item 3 of the Public Procurement Act and the factual composition of business frustration under Art. 307 of the Commercial Law are briefly analyzed and compared. The author comes to the conclusion that in the event of a significant change in circumstances after the conclusion of a public procurement contract, which change leads to the occurrence of a subsequent exceptional burden of the due performance (non-equivalence of counter-performances) and if the preservation of the public procurement contract in an unchanged state contradicts justice and good faith, it can be applied the institution of business frustration, regulated in the commercial law.

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За недействителността на сделките и сигурността на оборота

Author(s): Miroslav Dimitrov / Language(s): Bulgarian Publication Year: 0

The report reviews the effect that invalidity has on third-party rights acquired by a party under a void or voidable transaction. Examples are presented where the current legal framework and the judicial practice of its application lead to unfair results. Apart from rare exceptions, priority is given to the interest of the party to the invalid transaction over that of the third party, regardless of the reprehensibility of the behavior of the party to the invalid transaction, the possible good faith of the third party, the profitability of the acquisition, etc. circumstances. Conclusions regarding the need to improve the regulatory framework have been substantiated, and specific proposals have been made for the direction of legislative intervention.

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Правно действие на заповедта по чл. 154, ал. 5 от ЗУТ по отношение на собствениците на самостоятелни обекти в строяща се сграда

Author(s): Atanas Petrov / Language(s): Bulgarian Publication Year: 0

Construction is a dynamic process, which is carried out in accordance with an approved investment project and a building permit issued on its basis. The Law on Spatial Planning (LZP) allows the amendment of the investment intentions in the course of construction. Changes may affect the project's provisions with respect to individual independent objects, their boundaries, their intended use and square meters, to take away or modify common parts of the building, etc. At the same time, Article 181(2) of the LZP provides that the ownership of a separate object may be transferred after the completion of the building in rough construction, which precedes the completion of its construction, and it is in this case that the amendment of the investment intentions may affect the acquired separate objects. The effects of the change of investment intentions are described in this report.

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Предпоставки за възникване на отговорност за чужд данъчен дълг

Author(s): Krasimir Mutafov / Language(s): Bulgarian Publication Year: 0

The report is dedicated to the liability for foreign tax debt, regulated in the TIPC. Emphasis is placed on the prerequisites for the emergence of this specific type of legal liability inherent only in tax law. In this aspect, attention is paid to the practice of the SAC in tax matters related to the issues that are looked under consideration.

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Възможно ли е, вместо да изплати дивидент, акционерно дружество да прехвърли свой имот?

Author(s): Zlatka Vangelova / Language(s): Bulgarian Publication Year: 0

The right of a shareholder in a joint-stock company to collect his dividend always occurs as a pecuniary receivable. It can be terminated by an agreement of datio in solutum, concluded between the shareholder and the company. The consent of the rest of the shareholders for conclusion of such agreement is not required. If the non-cash asset, by the transfer of which the dividend payment is terminated, is a real estate, there shall be applied IFRIC 17; according to IFRIC 17 the real estate shall be measured at its fair value. The rules of IFRIC 17 and art. 247a, para. 1 and 3 of the Commerce act are compulsory. If violated, they will lead to nullity of the datio in solutum agreement. The grounds for nullity are different and they depend on the specific rule violated.

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Място за "стопанска дейност'' в българското данъчно право

Author(s): Stoycho Dulevski / Language(s): Bulgarian Publication Year: 0

The purpose of this report is to analyze the extent to which it is possible to introduce a legal definition of ''business'' in the Bulgarian tax law. On the one hand, this may be a welcoming idea in order to clarify other relevant concepts. For example, the term ''business activity'' is outlined in the international tax law. On the other hand, national practice provides guidance on its legal features. This raises the question of whether the theory really needs to pay special attention to this aspect as well or whether there are a number of risks.

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Държавно регулиране на клиничните изпитвания на лекарствени продукти

Author(s): Radoslav Ivanov / Language(s): Bulgarian Publication Year: 0

This report analyzes the nature of clinical trials of medicinal products. Traced their origin from VI-V century BC. and their evolutionary development. Two of the greatest tragedies in human history are described – the use of ethylene glycol in the United States and the thalidomide crisis in Europe as catalysts for the understanding that the drug, in addition to a tangible form of treatment, can be an extremely dangerous tool. the State of drug regulation.

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