Legal News by BBW LAW, September 2023

Thu | 14.09.2023

Legal

Cross-border conversions, mergers and divisions

EU rules (Directive (EU) 2019/2121 “Mobility Directive”) regarding cross-border conversions, mergers and divisions have been finally transposed in the Romanian corporate legislation by the the Law no. 222/2023, published in the Official Gazette of Romania on July 20, 2023 and entered in force of July 23, 2023.

Following more case law of the Court of Justice of the European Union, most recently C-106/16, Polbud-Wyskonawstwo sp. z.o.o (see CJEU, 25 Oct. 2017,.), the European Commission adopted the Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 providing for an harmonised framework for cross-border mobility transactions within the EU, i.e. for mergers, divisions and cross-border conversions.

Cross border merger = the new legal provisions establish the procedure for cross-border mergers, a procedure that is broadly similar to the procedure for domestic mergers, with, of course, a series of specific regulations, particularly regarding the approval of the cross border merger project, the publicity of the project, the rights of employees in the acquiring company, cooperation between trade registers of the EU member states where the participating companies are headquartered, and the required documentation to be exchanged between them.
Cross border conversion = the conversion of a joint-stock company, a joint-stock partnership, and a limited liability company, without being dissolved or liquidated, into one of the forms of company provided for in the legislation of another Member State, by transferring at least the registered office. Throughout this process, the transformed company retains its legal personality. For example, a Romanian LLC can transfer its registered office to France and transform into a French SARL.

The law outlines the conditions and procedure required for a cross-border conversion.

Cross border division = division where at least two of the companies involved in the division project are governed by the laws of two different EU Member States. The division procedure is similar to the procedure for domestic division, with specific provisions, of course, regarding the approval of the division project, the publicity of the project, the rights of employees in the companies resulting from the division, cooperation between the trade registers of the EU Member States where the participating companies are headquartered, and and the required documentation to be exchanged between them.

Corporate governance of public enterprises

New methodological norms have been approved for the legislation concerning the corporate governance of public enterprises in the hope of making this legislation more effective. Consequently, the following have been modified or newly established:

Criteria for selecting members of the boards of directors/supervisory boards of public enterprises,
Responsibilities for each position – shortlist,
Final appointment procedures,
Financial and non-financial performance indicators and the variable component of the remuneration for the members of the governing bodies of these enterprises.

(Government Decision No. 639/2023, published in the Official Gazette on July 26, 2023)

Replacement of goods in case of non-conformity becomes the norm

For consumers, the replacement of goods in the event of non-conformity becomes the norm if such non-conformity is identified within a maximum of 30 calendar days from the purchase of the goods

(Law No. 205/2023, published in the Official Gazette on July 6, 2023, which came into effect on July 9, 2023)

4 days of homeworking or teleworking for employees with children up to 11 years

Employees who have dependent children up to the age of 11 years old benefit, upon request, from 4 days/month of homeworking or teleworking to the extent that the nature or type of work allows for homeworking or teleworking and the applicant has at his disposal all the means necessary to carry out his duties.

If both parents are employees, the applicant has to provide an affidavit from the other parent stating that he/she has not simultaneously requested homeworking or teleworking for the same period. This affidavit is not necessary in certain situations expressly regulated by law (e.g., unmarried, widowed.

(Law no. 241/2023, published in the Official Gazette on July 21, 2023, which came into effect on July 24, 2023)

Extension of insurance policies in the event of insurer bankruptcy

The validity period of insurance policies issued by insurers undergoing insolvency has been extended by 90 days. This applies to policies issued by Euroins. Consequently, these policies will be valid for 180 days, or 240 days (for contracts falling under insurance class 15 – Guarantees), from the date of the commencement of the insolvency procedure.

Attention: this extension applies exclusively to insurance/reinsurance companies undergoing insolvency proceedings as of the September 1st 2023

(Emergency Ordinance No. 71 dated August 31, 2023, published in Official Gazette on September 1st , 2023 which came into effect on September 1st, 2023)

The right of minors over 16 to travel abroad alone

Minors over 16 years old shall be allowed to travel abroad alone for events like visiting relatives, studies, official competitions or medical issues. Such events must be proven and a duly authenticated declaration from the minor’s parents is also required.

(Law no. 247 of July 20, 2023, amending Law No. 248/2005 regarding the regime of free movement of Romanian citizens abroad, published in Official Gazette on July 21, 2023, which came into effect on July 24, 2023)

Amendment of the Electronic Communcations Law

Amendments to the legislation on electronic communications, with some of the most significant changes outlined below:

The definitions of “user” and “subscriber” now include legal entities in addition to natural persons, meaning that all regulations concerning users and subscriptions will also apply to legal entities;
The introduction of mandatory warning signs at border areas indicating the risk of involuntary roaming;
The infringement reports can be electronically signed and communicat

(Law No. 255/July 21, 2023, published in Official Gazette on July 24, 2023, which came into effect on July 27, 2023)

This article is provided by our Legal Partner BBW LAW l BORA BANU van de WAART.

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