TRANSFER OF CONTRACTS IN CASE OF MERGER. WARRANTIES AND LOCATION

This article explores effects of the merger on the contracts that the companies involved in the restructuring operation. In the first section we analyze the general aspects regarding the effects of the merger operation on the contracts using arguments from the Romanian and foreign doctrine and juris...

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Bibliographic Details
Published in:Perspectives of Law and Public Administration 2021-03, Vol.10 (1), p.226-231
Main Authors: Cristea, Silvia Lucia, Bănulescu, Viorel
Format: Article
Language:English
Subjects:
Assets
Civil Law
Commercial Law
Comparative Law
Contracts
dissolution
Guarantees
Jurisprudence
Law
lease
merger
Mergers
Personality
Provisions
Regulation
Reimbursement
Statutes
surety
universal transfer
universal transfer of assets
Warranty
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Summary:This article explores effects of the merger on the contracts that the companies involved in the restructuring operation. In the first section we analyze the general aspects regarding the effects of the merger operation on the contracts using arguments from the Romanian and foreign doctrine and jurisprudence. In the second section we investigate the consequences of the merger on the guarantee contracts from the perspective of the Romanian Civil Code, but also of the French regulations, presenting at the same time the position of the doctrine and the jurisprudence. The third section is dedicated to the effects of universal transfer operating in the case of the merger on real and personal guarantees. Section four deals with the legal regime of the lease, highlighting its intuitu personae character and the consequences of this character on the principle of universal transfer of assets, in case of merger. The last section is dedicated to the conclusions that aim to highlight the influence exerted by the principle of credit protection on the universal transfer of assets in the matter of mergers.
ISSN:2601-7830
2601-7830