LEGAL TRANSPLANTS IN ROMANIAN CORPORATE LAW SEEKING FOR SUCCESS

Radu N. Catana ()
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Radu N. Catana: Faculty of Law, Babes-Bolyai University, Cluj-Napoca, Romania

JOURNAL STUDIA UNIVERSITATIS BABES-BOLYAI NEGOTIA, 2009

Abstract: The last period has seen an enormous investment in legal reform efforts in many transition and developing economies, much of it involving the importation of legal models from mature market economies. As a growing body of economic and legal literature shows, legal reforms in transition economies were largely grounded on transplants. The challenges raised in the legal transplants process can be revealed by reuniting two major approaches. The substantial approach is meant to present the results of legal transplants by taking into consideration there compatibility with the pre-existing Romanian corporate norms. Recent reforms of Romanian Corporate Law transplanted concepts and institutions referring to: a clear separation between the management and the control functions of the Board of Directors; introduction for the 1st time of the German two-tier administration; directors' fiduciary duties; directors' dismissal for righteous cause; enhanced shareholder democracy; new shareholders remedies. These transplants commonly raised problems related to their implementation and effectiveness in the recipient system The procedural approach develops and exemplifies the limits of legal transplants efficiency by underlying the manner in which the legal transplants were chosen to be incorporated within the Romanian Company Law by the way of European Law implementation. The transposition of the acquis communautaire, prior and after the accession to the European Union (EU), revealed procedural problems concerning the legislative technique of the European Company Law implementation. The success of the legal transplants depends on the possibility of the foreign models to be adapted to the social, economic and legal performances of the recipient system.

Keywords: legal reform; legal models; legal transplant; Romania (search for similar items in EconPapers)
JEL-codes: K49 (search for similar items in EconPapers)
Date: 2009
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http://tbs.ubbcluj.ro/RePEc/bbn/journl/2009_2_3_Catana.pdf Revised version, 2009 (application/pdf)

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