Thought Articles

Year after year, Colliers team assembles and analyzes the most relevant market indicators, gives predictions and offers key-findings in order to support the decisions of businesses worldwide under Colliers 2013 Real Estate Market Overview report. In this 2013 edition, Țuca Zbârcea & Asociații is proud to have authored the Legal Issues section of the report. Our real estate team provided an overview of the new, simplified property registration procedures.

Reproduced with permission from Law Business Research Ltd. This article was first published in Getting the Deal Through – Dominance 2013, (published in December, 2012; contributing editors: Thomas Janssens and Thomas Wessely of Freshfields Bruckhaus Deringer). The abusive behaviour of dominant firms is prohibited by article 6 of the Romanian Competition Law No. 21/1996 (the RCL) and article 102 of the Treaty on the Functioning of the European Union (TFEU). The Romanian legislature states as primary objectives of the antitrust law the protection and growth of competition on the market and the support of consumers’ welfare.

Reproduced with permission from Law Business Research Ltd. This article was first published in The Corporate Governance Review, 2nd edition (published in May 2012 – editor Willem J L Calkoen). The Companies Law No. 31/1990, republished in 2004 and further amended and completed (‘the Companies Law’) and the Capital Market Law No. 297/2004, as further amended and completed (‘the Capital Market Law’), represent the primary sources of law relating to the corporate governance of listed companies in Romania. In addition, as an independent agency the securities regulator, the National Securities Commission (‘CNVM’) may issue legally binding regulations. At the end of 2011, in the context of the undertakings of the Romanian government in relation to the International Monetary Fund (‘the IMF’), Government Emergency Ordinance No. 109/2011 concerning the corporate governance of public enterprises (‘GEO No. 109/2011’) was passed. This legal enactment sets forth specific statutory rules for the corporate governance of enterprises controlled by the Romanian state (a significant number of the targeted companies that are listed on the Romanian regulated markets or that are envisaged for listing in the near future). The legislative activism in this field aims to increase corporate responsibility, including by imposing stricter appointment and remuneration conditions for the executives of these companies or additional protection measures for the minority shareholders.

Reproduced with permission from Law Business Research Ltd. This article was first published in The Dispute Resolution Review. Fourth Edition (published in April 2012 – editor Richard Clark). The legal highlight of the year is the entry into force, on 1 October, of the New Civil Code, an ample and systemic overhaul of all aspects of substantive civil law. Although a new Civil Procedure Code is yet to come into force, the enactment of the New Civil Code has already impacted Romanian dispute resolution procedures on a number of counts. Firstly, the New Civil Code has introduced rules that allow for new types of claims to be filed with Romanian courts. The new Civil Code regulates for the first time certain institutions (such as trusts and time-share ownerships, or the parties’ permission to set prescription terms for their obligations within certain limits), removes previous interdictions (for instance, it permits the sale with repurchase option) or changes the effects of certain legal actions (such as recognising land book registration as a constitutive rather than a publicity effect). All these novelties and modifications create new legal grounds for claims in court, and will increase the number, variety and complexity of cases. Secondly, by repealing a long-standing distinction between civil and commercial matters, a pinnacle of the former legislation, the New Civil Code called forth several changes in court jurisdiction. While previously jurisdiction over a certain civil or commercial claim was allocated to either the district court or the tribunal by reference to the value of the claim, two different thresholds being set respectively for civil commercial claims, now the distinction between commercial and civil matters has been removed. A single 500,000 lei threshold has been set for all civil cases; all claims under this value fall in the jurisdiction of district courts, while all claims over this value are to be settled by tribunals. In addition, in terms of territorial jurisdiction, courts may no longer retain jurisdiction by reference to the place where a commercial debt was created or where payment was to be performed. A third consequence of the amendment is that the new Civil Code has fundamentally altered the structure of Romanian courts by eliminating a prior separation into commercial and civil divisions within the civil jurisdiction; rather, specialised panels within the unified divisions will rule upon various categories of civil cases.

Reproduced with permission from GamblingCompliance Ltd. This article is also available on www.gamblingcompliance.com The Romanian government recently passed Government Decision No. 823/2011 which amends and supplements the functioning of Government Emergency Ordinance No. 77/2009 on the organisation of gambling activities - the primary piece of legislation for the sector. This new enactment had a particular focus on the online gambling market and has introduced, for the first time, conditions for the licensing of online gambling operators and for the organisation of online gambling activities.

In line with the massive development of the worldwide real estate industry, which reached its peak in 2008, the Romanian real estate market witnessed a period of significant change and achievement. The residential, office and retail sectors have rapidly developed and in less than a decade Romania’s real estate environment has substantially changed. At that time Romania became a very dynamic and attractive market for real estate investors, and foreign investments in this sector continued to grow, especially after it was announced that the country would join the EU in January 2007. The standard income tax rate of 16%, which was introduced in 2005, proved to be another valuable incentive worldwide for foreign investments, and a boost for real estate. Nevertheless, the worldwide financial crisis of the last few years has inevitably impacted on Romania’s development and left a mark on the main economic drivers, such as the real estate market.The new restrictive financing conditions, both at the level of real estate developers and end consumers, have limited investors’ ability to complete ongoing projects for developing new ones, as well as reducing the end consumers’ appetite to buy, especially in the residential sector. As a consequence, we have witnessed a significant shrinkage of investments in general, and for those in real estate in particular. However, since late 2009, the country’s economic cycle has stabilised and at present it seems to be slowly but constantly showing signs of future ascent.