Thought Articles

Reproduced with permission from Law Business Research Ltd. This article was first published in The Corporate Governance Review, (published in June 2011 – 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, National Securities Commission (‘CNVM’), may issue legally binding regulations. The Bucharest Stock Exchange (‘BSE’), historically Romania’s most important regulated market, has adopted the Corporate Governance Code, which sets forth the principles and recommendations for the corporate governance of companies listed on the BSE. The Code is inspired by the OECD Principles of Corporate Governance. The Code may be voluntarily adopted by the companies listed on the BSE. According to BSE Corporate Governance Code, however, the shares of a listed company may be maintained on the market’s Tier I subject to the issuer’s statement that it has observed at least 14 of the 19 principles of the Code in the last calendar year. Also, the shares of a listed company may be promoted from the market’s Tier II to Tier I subject to a similar statement (i.e., among other requirements). Currently, there are 25 listed companies whose shares are ranked in Tier I out of the 75 domestic companies listed on the BSE.

Reproduced with permission from Law Business Research. This article was first published in The Restructuring Review, (published in May 2011 – editor Richard Clark). Disputes in Romania are settled in court in the vast majority of cases, under procedures regulated mainly by the Civil Procedure Code (‘the CPC’). The CPC has been recently amended by Law No. 202/2010 (the ‘Little Reform Law’), a law expressly designed to introduce elements of procedural celerity in advance to the new Civil Procedure Code, which will replace the CPC entirely on 15 July 2011. The commentary infra takes into consideration the procedures as currently in force. A brief outline of the main amendments to be brought by new Civil Procedure Code will be included in the last section. In advance to the 2011 entry into force of its new Civil Procedure Code, Romania undertook a partial reform of the CPC via the Little Reform Law, which adopts a set of amendments aimed at accommodating heavy ECHR critiques regarding the duration of trials and the enforceability of judgments. As expressly stated in its Statement of Reasons, the law is designed to limit the ways in which trial timeframes are most commonly extended in current practice, by putting forward a series of measures prescribed by the new Civil Procedure Code: (1) the possibility of superior courts to approve a restart of proceedings has been limited; (2) intervals between hearings have been shortened, with courts having the option to hear a given case on successive days; and (3) the law approves service of documents by fax, e-mail and telephone to increase the celerity of proceedings.

Reproduced with permission from The Journal of World Energy Law & Business. The article first appeared in April 2011, with contributions from Sean Rush, Partner, Memery Crystal LLP, London; Cornel Popa, Partner, Țuca Zbârcea & Asociații; Andreea Lisievici, Senior Associate, Țuca Zbârcea & Asociații. Romania is an attractive destination for oil and gas production. The country has a long history of oil development and is in an excellent location in terms of access to infrastructure and markets. We briefly outline below the legal regime governing petroleum exploitation in Romania. Modern petroleum exploitation in Romania began in 1857 when the first commercial well was drilled. In that year, Romania also became the first country officially registered in international statistics as having oil production of 250 tonnes. Oil production in Romania grew rapidly and by 1900 Romania was the third largest oil producer in the world with an annual production of 1.9 million barrels. It also became the first country in the world to export gasoline.

The matter of increased flexibility of employment relationships has been intensely debated lately, and employers have challenged the various constraints and limitations imposed by the Labor Code. The legislative inflexibility of the regulations on employment relationships and the lack of options and solutions for particular situations that employers have to deal with has had a negative impact on the labor market’s potential to attract investors in general and foreign investors in particular. The amendments proposed by the Government in relation to the Labor Code are particularly focused on increasing the flexibility of certain regulations, so as to provide solutions supporting employers and stimulating labor efficiency and performance, also ensuring a higher employment rate.

Reproduced with permission from Law Business Research. This article was first published in Getting the Deal Through – Dominance 2011, (published in 2011; consulting editors: Thomas Janssens and Thomas Wessely). The abusive behaviour of dominant firms is prohibited by article 6 of the Romanian Competition Law No. 21/1996 (RCL) and article 102 of the Treaty on the Functioning of the European Union (TFEU). Article 6 expressly prohibits the abusive use of a dominant position held by one or more undertakings on the Romanian market or on a substantial part of it.

This article appeared in the 2010 edition of The International Comparative Legal Guide to: Pharmaceutical Advertising 2010; published and reproduced with kind permission by Global Legal Group Ltd, London. Advertising of medicinal products in Romania is specifically regulated under Title XVII (Pharmaceutical Products), Chapter VIII (Advertising) of Law No. 95/2006 on the health sector reform (“Law 95/2006”, the “Law”), implementing Directive 2001/83/EC on the Community Code relating to medicinal products for human use. Other general enactments regarding advertising apply also the medicinal products. Advertising of medicinal products is also regulated under the Code of Ethics issued by the Romanian Association of International Medicines Manufacturers (“ARPIM”). The Code of Ethics is only mandatory for ARPIM members. The Law defines the advertising of medicinal products as any form of door-to-door information and any advertising activity aimed at incentivising the prescription activity, distribution, sale or consumption of medicinal products including, in particular: the advertising of medicinal products to the general public or to healthcare professionals; visits by medical sales representatives to persons qualified to prescribe medicinal products; supply of samples; sponsorship of promotional meetings attended by healthcare professionals or scientific congresses, etc.