Commercial Law

Main topics

The autonomy versus unity of private law. Romanian Commercial Law under new Civil Code.

Institutions of the Romanian new Civil Code, in force from 2011, change radically the situation in the commercial field. The new approach of the Romanian law, the unity of the private law, has a direct impact on the commercial law science.
The old commercial terms, commercial acts and deeds and merchant, have been well represented in classic legal text. The autonomy of commercial law, in line with French legal system has a long tradition in Romanian law. The rapid switch to a different approach, the unity of private law, still causes turmoil among local legal system

The enterprise and the entrepreneur.

The new concept of enterprise is laid down in new Civil Code in connection with another new concept: the professional (entrepreneur).
Romanian new code imported these concepts together with their weaknesses from the Italian and Quebec Codes.
The enterprise is a term long time connected with commercial and private law. All past decades, beginning with the old Commercial Code, then socialist economy and post-communist era used intensively the concept of enterprise. The meaning of this term differed substantially in every decade.


This course provides a survey of the legal rules and concepts governing the modern corporation under Romanian law. Topics include rules of corporate formation, limited liability, fiduciary duties, corporate governance, structures and procedures and mergers and acquisitions. The key theme for our purposes is to understand how corporate law regulates the relationships among the many different constituencies of the firm, including shareholders, directors, managers, creditors, employees, customers, and suppliers. The course is designed to be accessible to students with relevant civil knowledge background.