Contributed by Nestor Nestor Diculescu Kingston Petersen.

While rendering day-to-day corporate advice to various clients, we have noticed lately a trend specific to limited liability companies, which involves allowing the directors of the respective companies to delegate all their powers to another individual for certain operations, either via the Articles of Incorporation or by resolution of shareholders.

The Court of Justice of the European Union (the “Court of Justice of the EU” or the “Court”) delivered a judgment, on 20 February 2024, in Case C-715/20 (K.L. v X sp. z o.o.), in which it ruled as follows:

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

Popovici Nitu Stoica & Asociatii has advised NTT Data on its agreement with the BMW Group to set up a joint venture in Cluj-Napoca to enhance software competencies and foster digital transformation. Nestor Nestor Diculescu Kingston Petersen reportedly advised BMW.

In The Debrief, our Practice Leaders across CEE share updates on recent and upcoming legislation, consider the impact of recent court decisions, showcase landmark projects, and keep our readers apprised of the latest developments impacting their respective practice areas.

In The Corner Office, we ask Managing Partners at law firms across Central and Eastern Europe about their backgrounds, strategies, and responsibilities. As we bid farewell to 2023, this time around we turn our attention forward: What is your one main wish for 2024 and what do you see as the biggest potential risk?

The Romanian High Court has recently settled a long-standing legal debate over the conditions for holding administrators personally liable in cases of improper bookkeeping of an insolvent company. This issue has been a point of contention within the legal system since 1995, creating divergence in jurisprudence that required resolution.

Nestor Nestor Diculescu Kingston Petersen has advised a syndicate of banks on providing a EUR 101.5 million loan facility to the RodBun Group, by refinancing and increasing its existing facilities by EUR 37.14 million. Tuca Zbarcea & Asociatii advised the RodBun Group.

In the context of mergers & acquisitions (M&A), Intellectual Property (IP) plays an extremely important role in assessing the value and risks associated with the target company.

Did you know that, according to the Activity Rankings function of the CEELMDirect website, a total of twenty law firms and seventeen individual lawyers worked on five or more reported Romanian client matters in 2023? 

Looking back at 2023, we witnessed important developments in the legal framework for environmental protection (in the broad sense).

Over this winter season, Romania has seen substantial legal changes to various aspects of its wider legal framework – from FDI and competition to consumer protection and taxation – according to Nestor Nestor Diculescu Kingston Petersen Partner Alina Radu.

On January 4, 2024, Boyanov & Co announced that the EUR 1.4 billion sale of Cargo-Partner subsidiaries to Nippon Express (reported by CEE Legal Matters on May 17, 2023) had closed.

Nestor Nestor Diculescu Kingston Petersen has advised a syndicate of banks on the amendment and extension until 2026 of USD 150 million in working capital credit facilities for Alro. Zamfirescu Racoti Vasile & Partners, working with Simmons & Simmons, advised Alro.

In Romania, even the most optimistic estimates show that only a handful of companies (less than 10%) manage to reorganize through insolvency, as previously regulated by Law 85/2006 and then by Law 84/2014 on insolvency prevention and insolvency proceedings (“Law 85/2014”).

BDK Advokati, Dentons, and Nestor Nestor Diculescu Kingston Petersen have advised Invenio Partners on the segmentation – together with Accession Capital Partners – of the vocational education division of the Link Group. The Antonic law firm in cooperation with Deloitte advised the Link Group and its two shareholders on the sale. Gladei & Partners reportedly advised Invenio as well. Schoenherr and Norton Rose Fulbright reportedly advised ACP.

Wolf Theiss has advised CVI on subscribing to all the bonds issued by Romania's Impact Developer & Contractor in a recent corporate note issuance worth EUR 8 million. Nestor Nestor Diculescu Kingston Petersen reportedly advised the issuer.