TRANSFER OF CONTRACTS IN CASE OF MERGER. WARRANTIES AND LOCATION

Silvia Cristea and Viorel Banulescu ()
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Viorel Banulescu: Faculty of Law, Bucharest University of Economic Studies, Romania

Perspectives of Law and Public Administration, 2021, vol. 10, issue 1, 226-231

Abstract: 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.

Keywords: merger; universal transfer; lease; universal transfer of assets; surety; dissolution. (search for similar items in EconPapers)
JEL-codes: K22 (search for similar items in EconPapers)
Date: 2021
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Persistent link: https://EconPapers.repec.org/RePEc:sja:journl:v:10:y:2021:i:1:p:226-231

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