About | HeinOnline Law Journal Library | HeinOnline Law Journal Library | HeinOnline
LOG IN
LOG IN

2016 R.R.D.A. 69 (2016)
The Transfer of the Property Right over the Shares of a Company

handle is hein.journals/ririinesana2016 and id is 373 raw text is: Transferul actiunilor intr-o societate comercial- dr. Sebastian BODU, MBA Avocat, Baroul Bucuresti ABSTRACT This article approaches the issue of the transfer of the property right over the shares of a company, concentrating especially on the sale transfer. There are also analyzed various forms of transfer based on the size of the stake, type of the company, finance of the transaction, as well as fiscal aspects. Declaration in the company's registries is not a specific form of transfer, but a way of making the transfer opposable to the issuer, as a particularmethod of the registered bills. That means that the notice of the transfer in the issuer's registry of publicity is not a validity condition, thus the registration has no constitutive effects. Registering of the transfer in the Trade Registry has, also, a publicity purpose towards all the other third parties, as well as a statistic purpose. Next, the article approaches the steps that comes during a sale, subject to the size of the company: due diligence investigation, representations and warranties, confidentiality agreement, letter of intent, no shop convention, all requested by the seller to the buyer for protection against the latest bad faith in negotiating. Contracts under terms and conditions, pending or dissolutely, are also analyzed through such conditions, which naturally occurs at the big companies, where parties do not know, at the time of concluding the transfer agreement, all the elements of the tranzaction. Liability of the seller towards buyer is analyzed through the way of eviction and hidden vices, being important the difference among the two, considering the immaterial nature of the shares. The article ends up with an analysis of the effects of the termination of the transfer agreement, considering that, between the date of conclusion and the date of termination, the issuer can suffer various transformations. [I In ciuda unificarii dreptului privat, precum si a modificarilor, pe cale de consecint, ale legislatiei speciale, apreciem c6 sintagma ,societate comercial6 este in continuare corect6 si o folosim in consecint. SOCIETATI COMERCIALE REVISTA ROMANA DE DREPT AL AFACERILOR NR. 3/2016 169

What Is HeinOnline?

HeinOnline is a subscription-based resource containing thousands of academic and legal journals from inception; complete coverage of government documents such as U.S. Statutes at Large, U.S. Code, Federal Register, Code of Federal Regulations, U.S. Reports, and much more. Documents are image-based, fully searchable PDFs with the authority of print combined with the accessibility of a user-friendly and powerful database. For more information, request a quote or trial for your organization below.



Short-term subscription options include 24 hours, 48 hours, or 1 week to HeinOnline.

Purchase Access

Contact us for annual subscription options:

Contact Us

Already a HeinOnline Subscriber?

Log In

profiles profiles most